Common use of Intercreditor Agreement Clause in Contracts

Intercreditor Agreement. This Agreement is the Additional Receivables Intercreditor Agreement referred to in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreement. This Agreement is the Additional Receivables Intercreditor Agreement referred to in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any the Additional General Intercreditor Agreement)) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreement. This Agreement is Notwithstanding any provision to the Additional Receivables Intercreditor Agreement referred to in the New First Lien Documents. Nothing contrary in this Agreement shall be deemed to subordinate the obligations due to (i) or any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common CollateralNote issued hereunder, this Agreement and the other New First Lien Documents, including as all Notes issued hereunder shall be subject in all respects to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this the Intercreditor Agreement. Each Purchaser and each subsequent Holder hereunder (i) acknowledges that it has received a copy of each of the Intercreditor Agreement; (ii) consents to the payment subordination and subordination of Liens provided for in the Intercreditor Agreement; (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement; and (iv) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Purchaser or Holder, as the New case may be. Each Purchaser and each subsequent Holder hereunder hereby (i) acknowledges that BONY is acting under the Intercreditor Agreement and the documents referred to therein in multiple capacities and for multiple parties, including the First Lien DocumentsNote Holders, the Second Lien Note Holders and the Third Lien Note Holders (each as defined in the Intercreditor Agreement) and (ii) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against BONY any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. In the event of any event, if a respective intercreditor agreement (conflict or similar arrangement) existsinconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions thereof of the Intercreditor Agreement shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))control.

Intercreditor Agreement. This Agreement is the Additional Receivables Intercreditor Agreement referred to in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Security Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements Liens, security interests and rights granted pursuant to this Security Agreement or any other Collateral Document shall be as set forth in, and subject to the terms and conditions of (and the exercise of any right or similar arrangements (including without limitation remedy by the First Lien Collateral Agent hereunder or thereunder shall be subject to the terms and conditions of), the Intercreditor Agreement. In the event of any conflict between this Security Agreement or any other Collateral Document and the Intercreditor Agreement, the Intercreditor Agreement shall control, and no right, power, or remedy granted to the Collateral Agent hereunder or under any Additional General other Collateral Document shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent in contravention of the Intercreditor Agreement) governing . Without limiting the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness generality of the Company in respect foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Common Collateral, this Agreement Collateral Agent (and the other New First Lien Documents, including as Secured Parties) shall be subject to application of proceeds the terms of the Common CollateralIntercreditor Agreement, voting rightsand, control of the Common Collateral and waivers with respect to the Common ABL Priority Collateral until the ABL Obligations Payment Date, any obligation of the Company and other Grantor hereunder or under any other Collateral Document with respect to the delivery or control of any ABL Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case so long in connection with any ABL Priority Collateral shall be deemed to be satisfied if the Company or such Grantor, as the terms thereof do not violate or conflict applicable, complies with the provisions requirements of this Agreement or the New First Lien Documentssimilar provision of the applicable ABL Document. In any event, if a respective intercreditor agreement (or similar arrangement) existsUntil the ABL Obligations Payment Date, the provisions thereof shall not be (or be construed delivery of any ABL Priority Collateral to be) an amendment, modification or other change the ABL Collateral Agent pursuant to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified satisfy any delivery requirement hereunder or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to under any intercreditor agreement (or similar arrangement))other Collateral Document.

Intercreditor Agreement. This Agreement is the Additional Receivables Intercreditor Agreement referred to in the New First Lien ABL Documents, the CF Documents and the Bonds Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Subordinated Lien Secured Party or (ii) any New First Subordinated Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Subordinated Lien Secured Parties (as among themselves and/or as among the Bonds Secured Parties) may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)) governing the rights, benefits and privileges as among the New First Subordinated Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Bonds Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement Agreement, the CF Documents or the New First Lien Bonds Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Subordinated Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreement. This Agreement is the Additional Receivables The Intercreditor Agreement referred to in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) or any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions provision thereof shall not cease to be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect (except in accordance with its terms), any Credit Party shall deny or disaffirm its obligations thereunder or any Credit Party shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the terms hereof thereof, then, and thereof in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided, that, if an Event of Default specified in Section 11.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (a) and (b) below, shall occur automatically without the giving of any such provisions notice): (a) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith become due and payable without any other notice of any kind; (b) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (c) terminate any Letter of Credit which may be amended, modified or otherwise supplemented from time to time terminated in accordance with its terms; (d) direct the terms hereof Borrowers to pay (and thereofthe Borrowers jointly and severally agree that upon receipt of such notice, including to give effect or upon the occurrence of an Event of Default specified in Section 11.05 with respect to any intercreditor agreement Borrower, they will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Company and then outstanding; (or similar arrangement))e) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; (f) enforce the Guaranty; and (g) apply any cash collateral held by the Administrative Agent pursuant to Section 5.02 to the repayment of the Obligations.

Intercreditor Agreement. This Notwithstanding anything herein to the contrary, the Collateral granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any of the relative rights and remedies of the Administrative Agent hereunder shall be subject to, and governed by the terms and conditions of, the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the Additional Receivables event of any conflict or inconsistency between the terms and conditions hereof and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement referred to shall govern and control at any time the Intercreditor Agreement is in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtednesseffect. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Loan Documents. In , but subject to the Intercreditor Agreement in all respects, until the Discharge of Term Obligations (as defined in the Intercreditor Agreement): (i) any event, if a respective intercreditor agreement covenant hereunder or under the Credit Agreement requiring (or similar arrangementany representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) exists, the provisions thereof delivery and/or arrangement for possession of Collateral that constitutes Term Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute Term Priority Collateral to or with the Administrative Agent shall not be deemed satisfied or complied with (or in the case of any representation or warranty, shall be construed deemed to bebe true and correct) an amendmentif such delivery and/or arrangement for possession of Collateral that constitutes Term Priority Collateral is made to, modification or such control of certificated securities is with the Term Agent pursuant to the Term Documents; (ii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring ) the payment or other change transfer of Collateral that constitutes Term Priority Collateral to this the Administrative Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Term Agent; (iii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes Term Priority Collateral or related document to the Administrative Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the Term Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Term Priority Collateral in trust for the benefit of the Administrative Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Term Agent and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Administrative Agent.

Intercreditor Agreement. This Agreement is the Additional Receivables Intercreditor Agreement referred to in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party Notwithstanding anything herein to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party contrary, the Liens and security interests granted to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Noteholder Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change Agent pursuant to this Agreement and the provisions exercise of any right or remedy by the Noteholder Collateral Agent or any other Secured Party hereunder (including under Article IX hereof) shall be subject to the terms of the Intercreditor Agreement from and after the date on which the Intercreditor Agreement shall be executed by all parties thereto or, if an effective date is specified therein, the effective date of the Intercreditor Agreement, and for so long as the Intercreditor Agreement remains in full force and effect. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, then for so long as the Intercreditor Agreement remains in full force and effect, the terms of the Intercreditor Agreement shall govern and control. The security interest granted hereunder to the Noteholder Collateral Agent shall be for the first priority benefit of the Holders of the Notes, subject to the terms of the Intercreditor Agreement for so long as the Intercreditor Agreement remains in full force and effect. Notwithstanding any other provision hereof to the contrary, in the event of any conflict or inconsistency between this Agreement and the other ABL Security Documents Indenture, the provisions of the Indenture shall control (except as otherwise provided by Section 12.12 of the Indenture), unless the controlling provisions of the Indenture and New First Lien Security Documents shall remain in full force and effect in accordance this Agreement are inconsistent with the terms hereof and thereof (as such provisions may be amendedIntercreditor Agreement, modified or otherwise supplemented from time to time in accordance with which case the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Intercreditor Agreement shall control.

Intercreditor Agreement. This Agreement is Notwithstanding any other provision hereof or of any other Loan Document, for so long as the Additional Receivables Intercreditor Agreement referred Discharge of ABL Priority Obligations shall not have occurred and the Revolving Credit Documents shall require (a) the delivery of possession or control to Revolver Agent of any Collateral (including, without limitation, any requirement to deliver agreements (other than the Deposit Account Control Agreements required by Section 4.11) granting control over such Collateral to Revolver Agent), (b) the granting of a first priority Lien on the Collateral in favor of the Revolver Agent, (c) any covenant hereunder or thereunder requiring the delivery of possession or control to Agent of such Collateral (including, without limitation, any requirement to deliver agreements granting control over such Collateral to Agent), (d) the granting of a first priority Lien on Collateral in favor of Agent, or (e) the making of any prepayment or any paying over of funds to Agent, in either case, as a result of the receipt of any proceeds of Collateral, shall in each case be deemed to have been satisfied if, prior to the Discharge of ABL Priority Obligations, such possession or control (or such agreements granting control) of such Collateral shall have been delivered to or in favor of Revolver Agent (or its agents or bailees) as provided for in the New First Intercreditor Agreement, or such first priority Lien Documentson such Collateral shall have been granted to the Revolver Agent and a first priority Lien on such Collateral shall have been granted to Agent (subject to the terms of the Intercreditor Agreement), or such prepayment or paying over of funds in connection with the collection of proceeds of Collateral shall have been made in accordance with the terms of the Intercreditor Agreement. Nothing Except as specified herein, nothing contained in this the Intercreditor Agreement shall be deemed to subordinate the obligations due to (i) modify any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents Loan Documents, which, as among the Obligated Parties, Agent, the Lenders and New First Lien Security Documents the other Secured Parties shall remain in full force and effect effect; provided that representations and warranties of the Obligated Parties contained in accordance with the terms hereof and thereof (as such Loan Documents representing or warranting that the Lien in favor of Agent in any Collateral is a first priority lien shall be deemed to be modified mutatis mutandis to take into account the foregoing provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)).of this paragraph. [Remainder of page intentionally left blank; signatures begin on following page] Sport Chalet: Term Loan Agreement

Intercreditor Agreement. This Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement is are expressly subject and subordinate to the Additional Receivables liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Credit Suisse AG, Cayman Islands Branch, as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement dated as of September 28, 2007 (as amended as of August 10, 2010 and as further amended, restated, supplemented or otherwise modified from time to time), among First Data Corporation, the lenders from time to time party thereto and Credit Suisse, AG, Cayman Islands Branch, as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of December 17, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Xxxxx Fargo Bank, National Association, as Initial Additional Second Priority Representative and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect to the Collateral, until the Discharge of Senior Obligations (as such term is defined in the New First Lien Documents. Nothing in this Agreement Intercreditor Agreement) has occurred, any obligation of the Company and any other Grantor hereunder with respect to the delivery or Control of any Collateral, shall be deemed to subordinate be satisfied if the obligations due to (i) any ABL Secured Party Company or such Grantor, as applicable, delivers such Collateral to the obligations due to Senior Representative or provides the Senior Representative with Control of such Collateral. Until the Discharge of Senior Obligations has occurred, the delivery of any New First Lien Secured Party Collateral to, or the Control of any Collateral by, any Senior Representative (ii) any New First Lien Secured Party to as such term is defined in the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect pursuant to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Senior Debt Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified satisfy any delivery or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Control requirement hereunder.

Intercreditor Agreement. This Notwithstanding anything herein to the contrary, the Collateral granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any of the relative rights and remedies of the Administrative Agent hereunder shall be subject to, and governed by the terms and conditions of, the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the Additional Receivables event of any conflict or inconsistency between the terms and conditions hereof and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement referred to shall govern and control at any time the Intercreditor Agreement is in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtednesseffect. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Loan Documents. In , but subject to the Intercreditor Agreement in all respects, until the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement): (i) any event, if a respective intercreditor agreement covenant hereunder or under the Credit Agreement requiring (or similar arrangementany representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) exists, the provisions thereof delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute Revolving Priority Collateral to or with the Administrative Agent shall not be deemed satisfied or complied with (or in the case of any representation or warranty, shall be construed deemed to bebe true and correct) an amendmentif such delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral is made to, modification or such control of certificated securities is with the ABL Agent pursuant to the ABL Loan Documents; (ii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring ) the payment or other change transfer of Collateral that constitutes Revolving Priority Collateral to this the Administrative Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the ABL Agent; (iii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes Revolving Priority Collateral or related document to the Administrative Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the ABL Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Revolving Priority Collateral in trust for the benefit of the Administrative Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the ABL Agent and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Administrative Agent.

Intercreditor Agreement. This Agreement is the Additional Receivables Revolver Intercreditor Agreement referred to in the New First Lien Documents, the Second Lien Documents and the Third Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Subordinated Lien Secured Party or (ii) any Subordinated Lien Secured Party to the obligations due to any First Lien Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Subordinated Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement)) governing the rights, benefits and privileges as among the New First Subordinated Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Third Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement Agreement, the Second Lien Documents or the New First Third Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL First Lien Security Documents and New First Subordinated Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreement. This Agreement is Notwithstanding anything herein to the Additional Receivables Intercreditor Agreement referred contrary, the priority of the Liens granted to the Agent in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change pursuant to this Agreement and the Other Documents and the exercise, after the occurrence and during the continuance of an Event of Default, of any right or remedy by the Agent or any Lender with respect to certain of the Collateral hereunder or under any Other Document are subject to the provisions of the Intercreditor Agreement. In the event of any direct and irreconcilable conflict between the terms of the Intercreditor Agreement and this Agreement with respect to (a) the priority of Liens granted to the Agent in the Collateral pursuant to this Agreement and the Other Documents or (b) the rights of the Agent or any Lender under this Agreement with respect to certain Collateral after the occurrence and during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any Other Document to “first priority lien” or words of similar effect in describing the Liens created hereunder or under any Other Document shall be understood to refer to such priority as set forth ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 152 in the Intercreditor Agreement. Nothing in this Section 16.20 shall be construed to provide that any Borrower or Guarantor is a third party beneficiary of the provisions of the Intercreditor Agreement and each Borrower or Guarantor (x) agrees that, except as expressly otherwise provided in the Intercreditor Agreement, nothing in the Intercreditor Agreement is intended or shall impair the obligation of any Borrower or Guarantor to pay the obligations under this Agreement or any Other Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors of any Borrower or Guarantor, other than the Agent and the Lenders as between themselves and (y) if the Agent shall enforce its rights or remedies in violation of the terms of the Intercreditor Agreement, agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and the other ABL Security Other Documents by the Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against the Agent or any Lender and New First Lien Security Documents shall remain in full force and effect in accordance with agrees to abide by the terms hereof of this Agreement and thereof to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the Payment In Full of the Notes Obligations and the Term Loan Obligations (each term as defined in the Intercreditor Agreement) to the extent that any Borrower or Guarantor is required to (i) give physical possession over any Notes/ Term Loan Priority Collateral to the Agent under this Agreement or the Other Documents, such provisions may requirement to give possession shall be amendedsatisfied if such Collateral is delivered to and held by the Term LoanControlling Agent, modified pursuant to and as defined under the Intercreditor Agreement and (ii) take any other action with respect to the Collateral or otherwise supplemented from time to time in accordance with the terms hereof and any proceeds thereof, including delivery of such Collateral or proceeds thereof to give effect the Agent, such action shall be deemed satisfied to any intercreditor agreement (or similar arrangement))the extent undertaken with respect to the Term Loansuch Controlling Agent.

Intercreditor Agreement. This Notwithstanding anything in this Agreement to the contrary, the parties hereto agree and acknowledge that, (x) the rights of Agent and Lenders and obligations of each Borrower hereunder are subject to the terms and conditions of the Intercreditor Agreement, (y) to the extent that CardioNet or Biotelemetry is required to deliver, endorse, pay over or otherwise provide possession or control over any of the Additional Receivables Intercreditor Agreement referred Collateral or any proceeds thereof to the Agent under this Agreement, such obligations shall be subject to the rights of the MidCap Agent to such Collateral and proceeds as set forth in the New First Lien Documents. Nothing Intercreditor Agreement, and (z) any representation, warranty or covenant by any Borrower under this Agreement that the Collateral is not and shall not be subject to any liens, encumbrances or other restrictions, shall specifically be qualified by the liens and rights of the MidCap Agent for the benefit of the MidCap Creditors with respect to the Collateral pursuant to the MidCap Credit Documents and as set forth in the Intercreditor Agreement; provided (A) the foregoing limitations and qualifications as to this Agreement shall be deemed effective solely to subordinate recognize the obligations due to (i) rights of the MidCap Agent and the other MidCap Creditors and shall not otherwise impair the pledge and security interests granted by any ABL Secured Party Borrower to the obligations due Agent pursuant to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party and (B) the parties hereto agrees acknowledge that upon the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation ABL Obligations Payment Date as defined in the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing , the rights, benefits limitations and privileges qualifications as among the New First Lien Secured Parties to this Agreement set forth in this paragraph shall be of no further force or effect and holders of certain other indebtedness of the Company each Borrower covenants to take all such actions set forth in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as necessary to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect give effect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Agreement.

Intercreditor Agreement. This Agreement is Each of Borrower and Operating Lessee Owner hereby acknowledges and agrees that any intercreditor agreement entered into between Lender and Mortgage Lender (any such agreement, an “Intercreditor Agreement”) will be solely for the Additional Receivables Intercreditor Agreement referred to in benefit of Lender and Mortgage Lender, and that none of Borrower, Operating Lessee Owner or the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to Mortgage Loan Parties (i) shall be intended third–party beneficiaries of any ABL Secured Party to of the obligations due to any New First Lien Secured Party or provisions thereof, (ii) shall have any New First Lien Secured Party rights thereunder, or (iii) shall be entitled to the obligations due to rely on any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this provisions contained therein and shall not be entitled to receive a copy thereof. Lender and Mortgage Lender shall have no obligation to disclose to Borrower, Operating Lessee Owner or any Mortgage Loan Party the contents of the Intercreditor Agreement. Borrower’s obligations hereunder are and will be independent of such Intercreditor Agreement and shall effectuate a subordination remain unmodified by the terms and provisions thereof. Sale of Liens but not a subordination of IndebtednessMembership Interests . Notwithstanding anything to the contrary contained in this Agreementthe Loan Documents, each party hereto agrees to the extent that the New First Lien Secured Parties may enter into intercreditor agreements (any Release or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain Release Sale is consummated by a sale or other indebtedness Transfer of the Company membership interests in respect of the Common Collateralrelated Mortgage Borrower, this Agreement any purchase and the sale or other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers agreement with respect to such sale shall be subject to Lender’s prior review and approval which shall contain, among other things, a provision providing that the Common Collateral, in each case so long as purchaser of such interests irrevocably waives any and all liability on the terms thereof do not violate or conflict with the provisions part of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement Borrower and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Operating Lessee Owner.

Intercreditor Agreement. This Notification Request"), to provide a written response stating whether or not the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full and, if such termination and satisfaction have occurred, to notify the applicable banks as contemplated in Section 5(b)(i) of the Security Agreement is (it being understood that each of the Additional Lender Administrative Agent and the Lender Collateral Agent shall deliver an Notification Request only if it believes in good faith that the Receivables Intercreditor Agreement referred Documents may have terminated and all monetary obligations thereunder may have been paid, or if it has been instructed in good faith by Requisite Lenders to in make such Notification Request). If the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to Purchaser Agent (i) any ABL Secured Party does not respond in writing to the obligations due to any New First Lien Secured Party such Notification Request or (ii) any New First Lien Secured Party to confirms in writing that the Receivables Documents have been terminated and all monetary obligations due to any ABL Secured Party (under the Receivables Documents have been satisfied in each casefull, whether before or after but does not so notify the occurrence of an Insolvency Proceeding)applicable banks, it being the intent in either case within seven Business Days of the Parties that this Agreement effectiveness of such Notification Request, the Lender Collateral Agent shall effectuate a subordination be entitled to deliver the notice contemplated in Section 5(b)(i) of Liens but not a subordination of Indebtednessthe Security Agreement. Notwithstanding anything to the contrary contained in this AgreementSection 2.20, each party hereto agrees if the Purchaser Agent responds in writing to a Notification Request within the respective time periods allowed herein for such response, and such written response states that the New First Lien Secured Parties may enter into intercreditor agreements (Receivables Documents have not terminated or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company that all monetary obligations in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do have not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) existsbeen satisfied, the provisions thereof Lender Collateral Agent (regardless of whether it disputes the statements set forth in such response) shall not be entitled to deliver the notice contemplated in Section 5(b)(i) of the Security Agreement unless and until the Purchaser Agent shall have indicated in writing (or be construed to bea court of competent jurisdiction shall have determined) an amendment, modification or other change to this Agreement that the Receivables Documents have terminated and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain all monetary obligations in full force and effect in accordance with the terms hereof and respect thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))have been satisfied.

Intercreditor Agreement. This Agreement is Each of the Additional Receivables Loan Parties, the Administrative Agent, the Lenders and the other Credit Parties (i) consents to and ratifies the execution by the Administrative Agent of the ABL Intercreditor Agreement referred and any amendments or supplements contemplated thereby, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (iii) acknowledges that it has received a copy of the ABL Intercreditor Agreement and that the exercise of certain of the Administrative Agent’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the ABL Intercreditor Agreement. Except as specified herein, nothing contained in the New First Lien Documents. Nothing in this ABL Intercreditor Agreement shall be deemed to subordinate the obligations due to (i) modify any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents Loan Documents, which, as among the Loan Parties, the Administrative Agent, the Lenders and New First Lien Security Documents the other Credit Parties shall remain in full force and effect effect. The parties hereto acknowledge: (i) that the exercise of certain of the Administrative Agent’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the ABL Intercreditor Agreement, and (ii) to the extent any Loan Party is required to deliver any Collateral to the Administrative Agent for purposes of possession and control and is unable to do so as a result of having delivered such Collateral to the Revolving Agent in accordance with the terms hereof of the ABL Intercreditor Agreement, such Loan Party’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Revolving Agent, acting as agent for perfection of the Administrative Agent. Each Lender hereby (i) agrees that this Agreement and thereof the other Loan Documents, and the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder, are subject to the terms of the ABL Intercreditor Agreement (as such provisions may be amended, modified and to the extent any term of this Agreement or otherwise supplemented from time to time in accordance any other Loan Document conflicts or is inconsistent with the terms hereof hereof, the terms of the ABL Intercreditor Agreement shall control), (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (iii) hereby authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement and to subject the Liens securing the Obligations to the provisions thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreement. This Notwithstanding anything herein to the contrary, the Collateral granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any of the relative rights and remedies of the Administrative Agent hereunder shall be subject to, and governed by the terms and conditions of, the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the Additional Receivables event of any conflict or inconsistency between the terms and conditions hereof and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement referred to shall govern and control at any time the Intercreditor Agreement is in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtednesseffect. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the New First Lien Loan Documents. In , but subject to the Intercreditor Agreement in all respects, until the Discharge of Term Obligations (as defined in the Intercreditor Agreement): (i) any event, if a respective intercreditor agreement covenant hereunder or under the Credit Agreement requiring (or similar arrangementany representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) exists, the provisions thereof delivery and/or arrangement for possession of Collateral that constitutes Term Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute Term Priority Collateral to or with the Administrative Agent shall not be deemed satisfied or complied with (or in the case of any representation or warranty, shall be construed deemed to bebe true and correct) an amendmentif such delivery and/or arrangement for possession of Collateral that constitutes Term Priority Collateral is made to, modification or such control of certificated securities is with the Term Agent pursuant to the Term Documents; (ii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the payment or other change transfer of Collateral that constitutes Term Priority Collateral to this the Administrative Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Term Agent; (iii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes Term Priority Collateral or related document to the Administrative Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the Term Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Term Priority Collateral in trust for the benefit of the Administrative Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Term Agent and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Administrative Agent.

Intercreditor Agreement. This Agreement is the Additional Receivables ABL Intercreditor Agreement referred to in the New First Lien DocumentsOriginal ABL Credit Agreement and each of the Original Term Agreements. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) to any ABL Secured Party to the obligations due to any New First Lien Term Secured Party or (ii) to any New First Lien Term Secured Party to the obligations due to any ABL Secured Party (Party, in each case, case whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything Nothing herein shall be deemed to create a partnership or joint venture between or among any of the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders no Secured Party shall be liable for the acts or omissions of certain any other indebtedness Secured Party, nor shall this Agreement establish or be deemed to establish joint and several liability of any of the Company in respect Secured Parties to any other Secured Party or any Credit Party. In furtherance and not as a limitation of the Common Collateralforegoing, this Agreement and the other New First Lien DocumentsABL Collateral Agent, including as on behalf of all ABL Secured Parties, agrees that (a) no Term Loan Secured Party shall have any obligation or liability to application any ABL Secured Party for any breach of proceeds any of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement to the extent such breach has been caused by (i) any action or the New First Lien Documents. In omission of any event, if a respective intercreditor agreement Notes Secured Party and (ii) not by any action or similar arrangementomission of such Term Loan Secured Party and (b) exists, the provisions thereof no Notes Secured Party shall not be (have any obligation or be construed liability to be) an amendment, modification or other change to this Agreement and any ABL Secured Party for any breach of any of the provisions of this Agreement to the extent such breach has been caused by (i) any action or omission of any Term Loan Secured Party and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as ii) not by any action or omission of such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Notes Secured Party.

Intercreditor Agreement. This Agreement is Each Lender hereunder authorizes and instructs Agent to enter into the Additional Receivables Intercreditor Agreement referred and acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Lender. Each Lender hereby acknowledges that it has received and reviewed the Intercreditor Agreement. Each of the Lenders agrees to be bound by the Intercreditor Agreement. Any reference in this Agreement or any other Loan Document to "first priority lien" "or second priority" or words of similar effect in describing the Liens created hereunder or under any other Loan Document shall be understood to refer to such priority as set forth in the New First Lien DocumentsIntercreditor Agreement. Nothing in this Agreement Section 17.15 shall be deemed construed to subordinate provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor Agreement or may assert any rights, defenses or claims on account of the Intercreditor Agreement or this Section 17.15 (other than as set forth in the last sentence hereof), and each Loan Party (x) agrees that nothing in the Intercreditor Agreement is intended or shall impair the obligation of any Loan Party to pay the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in under this Agreement, each party hereto agrees that or any other Loan Document as and when the New First Lien Secured Parties may enter into intercreditor agreements (same become due and payable in accordance with their respective terms, or similar arrangements (including without limitation to affect the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness relative rights of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers creditors with respect to any Loan Party or except as expressly otherwise provided in the Common CollateralIntercreditor Agreement as to a Loan Party's obligations, such Loan Party's properties, and (y) if Agent shall enforce its rights or remedies in each case so long as violation of the terms thereof do of the Intercreditor Agreement, agrees that it shall not violate or conflict use such violation as a defense to any enforcement of remedies otherwise made in accordance with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions terms of this Agreement and the other ABL Security Loan Documents by Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against Agent or any Lender and New First Lien Security Documents shall remain agrees to abide by the terms of this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full force of the Revolving Loan Obligations to the extent that any Loan Party is required to (i) give physical possession over any ABL Priority Collateral to Agent under this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such ABL Priority Collateral is delivered to and effect in accordance held by the Revolving Loan Agent pursuant to the Intercreditor Agreement and (ii) take any other action with respect to the terms hereof and thereof (as such provisions may be amended, modified ABL Priority Collateral or otherwise supplemented from time to time in accordance with the terms hereof and any proceeds thereof, including delivery of such Collateral or proceeds thereof to give effect Agent, such action shall be deemed satisfied to any intercreditor agreement (or similar arrangement))the extent undertaken by the Revolving Loan Agent.

Intercreditor Agreement. This Agreement is Each Lender hereunder authorizes and instructs the Additional Receivables Administrative Agent to enter into the Intercreditor Agreement referred and acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Lender. Each Lender hereby acknowledges that it has received and reviewed the Intercreditor Agreement. Each of the Lenders agrees to be bound by the Intercreditor Agreement. Any reference in this Agreement or any other Loan Document to “first priority lien” “or second priority” or words of similar effect in describing the Liens created hereunder or under any other Loan Document shall be understood to refer to such priority as set forth in the New First Lien DocumentsIntercreditor Agreement. Nothing in this Agreement Section 9.20 shall be deemed construed to subordinate provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor Agreement or may assert any rights, defenses or claims on account of the Intercreditor Agreement or this Section 9.20, and each Loan Party (x) agrees that nothing in the Intercreditor Agreement is intended or shall impair the obligation of any Loan Party to pay the obligations due to (i) any ABL Secured Party to the obligations due to any New First Lien Secured Party or (ii) any New First Lien Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in under this Agreement, each party hereto agrees that or any other Loan Document as and when the New First Lien Secured Parties may enter into intercreditor agreements (same become due and payable in accordance with their respective terms, or similar arrangements (including without limitation to affect the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness relative rights of the Company in respect of the Common Collateral, this Agreement and the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers creditors with respect to any Loan Party or except as expressly otherwise provided in the Common CollateralIntercreditor Agreement as to a Loan Party’s obligations, such Loan Party’s properties, and (y) if the Administrative Agent shall enforce its rights or remedies in each case so long as violation of the terms thereof do of the Intercreditor Agreement, agrees that it shall not violate or conflict use such violation as a defense to any enforcement of remedies otherwise made in accordance with the provisions of this Agreement or the New First Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions terms of this Agreement and the other ABL Security Loan Documents by the Administrative Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against the Administrative Agent or any Lender and New First Lien Security Documents shall remain agrees to abide by the terms of this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full force of the ABL Obligations to the extent that any Loan Party is required to (i) give physical possession over any ABL Priority Collateral to the Administrative Agent under this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such ABL Priority Collateral is delivered to and effect in accordance held by the ABL Lender pursuant to the Intercreditor Agreement and (ii) take any other action with respect to the terms hereof and thereof (as such provisions may be amended, modified ABL Priority Collateral or otherwise supplemented from time to time in accordance with the terms hereof and any proceeds thereof, including delivery of such Collateral or proceeds thereof to give effect the Administrative Agent, such action shall be deemed satisfied to any intercreditor agreement (or similar arrangement))the extent undertaken by the ABL Lender.

Intercreditor Agreement. This Agreement is the Additional Receivables Intercreditor Agreement referred to in the New First Lien Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to The Liens on (i) any ABL Secured Party Pulitzer Collateral securing any Indebtedness of the Borrower or its Restricted Subsidiaries (other than (x) the Obligations and the Guarantees thereof or (y) any Indebtedness described in the following clause (ii)) shall cease, for any reason, to be validly subordinated to the obligations due Liens on the Pulitzer Collateral securing the Obligations (and the Guarantees thereof) pursuant to any New First Lien Secured Party the Pulitzer Junior Intercreditor Agreement or (ii) on any New First Lien Secured Party Collateral securing any Indebtedness (other than (x) the Obligations and the Guarantees thereof or (y) any Indebtedness described in the preceding clause (i)) shall cease, for any reason, to be validly subordinated to the obligations due Liens on the Collateral securing the Obligations (and the Guarantees thereof) pursuant to the applicable Additional Junior Intercreditor Agreement or (b) any ABL Secured Party (provision of any Intercreditor Agreement shall cease to be in each casefull force or effect, whether before or after the occurrence of an Insolvency Proceeding)Borrower, it being the intent any Subsidiary of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (Borrower or similar arrangements (including without limitation the First Lien Intercreditor Agreement and any Additional General Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain other indebtedness Person acting for or on behalf of the Company in respect Borrower or any Subsidiary of the Common Collateral, this Agreement and Borrower shall deny or disaffirm the other New First Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate Borrower’s or conflict with the provisions of this such Subsidiary’s obligations under any Intercreditor Agreement or the New First Lien Documents. In Borrower or any eventof its Subsidiaries shall default in the due performance or observance of any term, if a respective intercreditor covenant or agreement (on its part to be performed or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect observed pursuant to any intercreditor agreement (or similar arrangement)).Intercreditor Agreement; or