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 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 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 Wilmington Trust 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 Wilmington Trust 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 All rights and obligations of the Additional Receivables Intercreditor Agreement referred to in the New First Lien Documents. Nothing in Collateral Agent under this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party subject 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 IndebtednessIntercreditor Agreement. Notwithstanding anything to the contrary contained in this Agreementherein, 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 Liens 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 security interests granted 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 Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, such conflict shall be resolved in accordance with Section 8.1 of the Intercreditor Agreement. Any reference in this Agreement to “second priority lien” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority as set forth in the Intercreditor Agreement. All representations, warranties and covenants in this Agreement shall be subject to the provisions and qualifications set forth in this Section 1.3. All provisions of this Agreement and the other ABL Security Credit Documents (including, without limitation, all further assurances provisions, conditions precedent, grants of power of attorney, representations, provisions regarding application of proceeds, warranties, covenants (both affirmative and New negative), defaults, events of default and other agreements herein and therein) shall be deemed to be modified to the extent necessary to recognize that First Lien Security Documents Collateral Agent holds a Lien senior and prior to that of the Collateral Agent against the Collateral and it is hereby expressly understood that any covenants of any Grantor contained herein to (a) deliver Collateral to the Collateral Agent, (b) comply with any instruction of the Collateral Agent with respect to the Collateral or (c) take steps to better the quality of perfection of the Collateral Agent in the Collateral shall remain in full force be expressly subject to the Intercreditor Agreement, and effect in accordance it is further understood that the failure of any Grantor to comply with the terms and conditions hereof and or thereof (as shall not cause any Default or Event of Default if such provisions may be amended, modified or otherwise supplemented from time to time in accordance compliance would have been inconsistent with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Intercreditor Agreement.

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 set forth in 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 Borrower, Grantor, each other Obligated Party, 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 Borrower, the Grantor and each other Obligated Party 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 Section 7.14.

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 - 82 - 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 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 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 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 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 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 contrary, the Lien Secured Party or (ii) any New First Lien Secured Party and security interest 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 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 exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of this the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with this Agreement, the terms hereof of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, so long as the Intercreditor Agreement is in effect, any requirement to deliver possession of any Collateral to the Collateral Agent or to give the Collateral Agent “control” over any Collateral shall be deemed to be satisfied if the holder of a Designated Senior Claim or any representative thereof (shall have such possession or control and such holder or representative as such provisions the case may be amendedhas agreed in the Intercreditor Agreement to also hold such possession or control as agent or bailee for the benefit of the Collateral Agent; provided, modified however, that notwithstanding the foregoing, the Company agrees to use commercially reasonable efforts to cause one of the following to occur (such obligation to use commercial reasonable efforts to continue with respect to each of the following until such efforts are successful as to one of the following or otherwise supplemented from time such efforts are unsuccessful as to time all of the following): (i) obtain the consent of the applicable holders of Designated Senior Claims or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, to the Collateral Agent retaining its own separate control agreement reflecting the priorities established by the Intercreditor Agreement, (ii) obtain the consent of the applicable holders of Designated Senior Claims or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, to the Collateral Agent being a party to the control agreement in accordance favor of the holders of Designated Senior Claims or their agent(s) and pursuant to such control agreement having the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, agree to follow instructions or entitlement orders, as applicable, of the Collateral Agent without further consent of the Company upon a discharge of the Designated Senior Claims, or (iii) in the event that the provisions of Sections 8-106 and 9-104 of the Uniform Commercial Code are amended in a manner consistent with that set forth in Assembly Bill 9933, cause any control agreement for the terms hereof and thereof, including benefit of any holders of Designated Senior Claims to give effect be subject to any intercreditor agreement (or similar arrangement))the Uniform Commercial Code.

Intercreditor Agreement. This Agreement is Notwithstanding anything herein to the Additional Receivables contrary, the security interest granted to the Collateral Agent, for the benefit of the Credit Parties, herein and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement referred and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Grantor expressly acknowledges that notwithstanding the fact that the exercise of certain of the Collateral Agent’s and the other Credit Parties’ rights under this Agreement and the other Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Collateral Agent or any other Credit Party in accordance with the terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Collateral Agent or any other Credit Party of any rights such Person has with respect to any Grantor under any Loan Document and except as specified herein, nothing contained in the New First Lien Documents. Nothing in this 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 other Grantors, the Collateral Agent and New First Lien Security Documents the other Credit Parties, shall remain in full force and effect effect. If and to the extent the ABL Agent is in accordance with possession or control of any ABL Priority Collateral, the ABL Agent shall be deemed for all purposes to be holding such ABL Priority Collateral as the representative of and for the benefit of the Collateral Agent, on behalf of the Credit Parties. So long as the ABL Agent is acting as bailee and as agent for perfection on behalf of the Collateral Agent pursuant to the terms hereof hereof, any obligation of any Grantor in this Agreement that requires endorsement or delivery of any ABL Priority Collateral to, or the possession or control of any ABL Priority Collateral by, the Collateral Agent shall be deemed to be complied with and thereof (as satisfied if such provisions may be amendedendorsement or delivery of such ABL Priority Collateral is made to, modified or otherwise supplemented from time to time in accordance with such possession or control of such ABL Priority Collateral is by, the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))ABL 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 contrary, the liens and security interest granted to any New First the Collateral Agent, for the benefit of the Second Lien Secured Party or (ii) any New First Lien Secured Party Parties, pursuant 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 Documentsexercise of any right or remedy by the Collateral Agent, including as to application of proceeds for the benefit of the Common CollateralSecond Lien Secured Parties, voting rights, control hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement with respect to the Liens upon the Common Collateral and waivers or the exercise of any right or remedy by the Collateral Agent with respect to the Common Collateral, in each case so long as the terms thereof do not violate of the Intercreditor Agreement shall govern. If at any time the Intercreditor Agreement ceases to be in effect because First Lien Obligations are no longer outstanding or conflict no longer secured by Liens on all or a portion of the Collateral and, thereafter, the Company or any other Trustor subsequently incurs indebtedness for borrowed money that is to be secured by first-priority liens on assets of the Company or any other Trustor of the type constituting Second Lien Collateral (which indebtedness and first-priority liens are permitted under the Second Lien Documents), the Collateral Agent is hereby authorized, directed and empowered to enter into a new intercreditor agreement that provides the representative under such indebtedness substantially the same rights and powers as afforded the First Lien Representative (as defined in the Intercreditor Agreement) under the Intercreditor Agreement. The Collateral Agent shall be entitled to receive, and to conclusively rely upon, an Officer’s Certificate to the effect that such new intercreditor agreement complies 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 immediately preceding sentence 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))Section 8.15.

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 Agreement is Notwithstanding anything herein to the Additional Receivables contrary, the security interest granted to the Collateral Agent, for the benefit of the Credit Parties, herein and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement referred and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Grantor expressly acknowledges that notwithstanding the fact that the exercise of certain of the Collateral Agent’s and the other Credit Parties’ rights under this Agreement and the other Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Collateral Agent or any other Credit Party in accordance with the terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Collateral Agent or any other Credit Party of any rights such Person has with respect to any Grantor under any Loan Document and except as specified herein, nothing contained in the New First Lien Documents. Nothing in this 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 other Grantors, the Collateral Agent and New First Lien Security Documents the other Credit Parties, shall remain in full force and effect effect. If and to the extent the Term Agent is in accordance with possession or control of any Term Loan Priority Collateral, the Term Agent shall be deemed for all purposes to be holding such Term Loan Priority Collateral as the representative of and for the benefit of the Collateral Agent, on behalf of the Credit Parties. So long as the Term Agent is acting as bailee and as agent for perfection on behalf of the Collateral Agent pursuant to the terms hereof hereof, any obligation of any Grantor in this Agreement that requires endorsement or delivery of any Term Loan Priority Collateral to, or the possession or control of any Term Loan Priority Collateral by, the Collateral Agent shall be deemed to be complied with and thereof (as satisfied if such provisions may be amendedendorsement or delivery of such Term Loan Priority Collateral is made to, modified or otherwise supplemented from time to time in accordance with such possession or control of such Term Loan Priority Collateral is by, the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))Term Agent.

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 Agent, the Borrowers and First Lien Agent have entered into the Intercreditor Agreement. To the extent any provision of this Agreement conflicts with or is otherwise inconsistent with the Additional Receivables Intercreditor Agreement, the Intercreditor Agreement referred to in shall govern and control. Without limiting 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 generality of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness. Notwithstanding foregoing, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, until the Payment in Full of First Lien Priority Debt, (a) any assignment, endorsement, delivery or transfer of Collateral hereunder to Agent shall be to First Lien Agent, (b) any delivery of any Collateral or any other item to Agent required hereunder shall be to First Lien Agent, (c) all items required to be delivered to Agent hereunder, including, without limitation, stock certificates and chattel paper, shall be delivered to First Lien Agent as contractual representative for purposes of perfection for the Agent and Lenders, (d) as and to the extent provided in the Intercreditor Agreement, each party hereto agrees that the New First Lien Secured Parties may enter into intercreditor agreements (all distributions, dividends or similar arrangements (including without limitation other property paid or payable with respect to any Collateral shall be paid to the First Lien Agent, and (e) notwithstanding anything herein to the contrary, all Liens created under this Agreement or any other Loan Document, and rights and remedies of the Agent (and the Lenders) in respect thereof, shall be subject to and limited by the terms of the 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 Agent, the Company in respect of the Common Collateral, this Agreement Agent 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 Lenders). Any provision of this Agreement or any other Loan Document to the New contrary notwithstanding, prior to the Payment in Full of First Lien Documents. In Priority Debt, no Loan Party shall be required to act or refrain from acting with respect to any event, Collateral if compliance by such Loan Party with such requirement would result in a respective intercreditor agreement breach of or constitute a default under the Intercreditor Agreement (or similar arrangement) existsprovided, the provisions thereof foregoing shall not be (limit the deemed occurrence of, or be construed ability of the Agent to be) an amendmentdeclare, modification any Default or other change Event of Default hereunder due to this such failure to act or refraining from acting, it being agreed and understood that the Intercreditor Agreement delineates the rights and powers, subject to the terms and conditions therein contained, of the First Lien Agent, the Agent and the Lenders, as among themselves). If any Loan Party shall grant a security interest in or pledge any assets or undertake any actions to perfect or protect any Liens in connection with the Security Instruments, such Loan Party may simultaneously grant a security interest in and pledge such assets or undertake such actions with respect to such assets as necessary to comply with the provisions set forth in the Intercreditor 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 Loan Documents, without further request or consent by the terms hereof and thereof (as such provisions may be amended, modified Agent 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))other Credit Party.

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 herein, (i) the Liens granted pursuant to Section 2 shall be subject to the terms and conditions of the Intercreditor Agreement, each party hereto agrees that and (ii) the New First Lien exercise of any right or remedy by the Collateral Agent or any other holder of Secured Parties may enter into intercreditor agreements (Obligations hereunder or similar arrangements under any other Collateral Document (including without limitation under Section 7) are subject in all instances to the First Lien provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement or any Additional General other Collateral Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, until the Discharge of First Lien Obligations (as such term is defined in the Intercreditor Agreement) governing the rights), benefits and privileges as among the New First Lien Secured Parties and holders any obligation of certain any Obligor to take any action whatsoever hereunder or under any other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien DocumentsCollateral Document, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers any action with respect to the Common perfection (other than by the filing of a UCC-1 financing statement in accordance with Article 9 of the UCC of any applicable jurisdiction, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office or a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office), delivery, assignment or other form of transfer or Control of any Collateral, the giving of notice to the Collateral Agent or to any warehouseman, landlord, lessor, bailee, agent or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case so long case, in connection with any Collateral, shall be deemed to be satisfied or waived, as the terms thereof do not violate or conflict applicable, if such Obligor, as applicable, complied with the provisions requirements of the similar provision of the applicable First Lien Loan Document, or the First Lien Agent or Control Agent, as applicable, waived or otherwise did not require compliance therewith. Until the Discharge of First Lien Obligations, the delivery, assignment or other form of transfer of any Collateral to the First Lien Agent or Control Agent, as applicable, pursuant to the First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Collateral Document. Each of the parties hereto has caused a counterpart of this Agreement or to be duly executed and delivered as of the New First Lien Documentsdate first written above. In any eventOBLIGORS: INTL FCSTONE INC., if a respective intercreditor agreement (or similar arrangementDelaware corporation By: Name: Title: [NAME OF RESTRICTED SUBSIDIARY] By: Name: Title: Accepted and agreed to as of the date first above written. THE BANK OF NEW YORK MELLON, as Collateral Agent By: Name: Title: SCHEDULE 1(a) existsOMITTED SUBSIDIARIES Name of Entity(Jurisdiction) F-S-1 a SCHEDULE 1(b) PLEDGED EQUITY SCHEDULE 2(c) COMMERCIAL TORT CLAIMS SCHEDULE 3(g) INSTRUMENTS; DOCUMENTS; TANGIBLE CHATTEL PAPER SCHEDULE 3(i)(a) LOCATIONS OF REAL PROPERTY Address Country Loan Party Owned /Leased SCHEDULE 3(i)(b) LOCATION OF CHIEF EXECUTIVE OFFICE, TAXPAYER IDENTIFICATION NUMBER, ETC. Exact Legal Entity Name Jurisdiction of Formation Chief Executive Office Taxpayer ID number Organizational ID number Filing Office SCHEDULE 3(i)(c) CHANGES IN LEGAL NAME, STATE OF FORMATION AND STRUCTURE SCHEDULE 3(i)(d) DEPOSIT AND INVESTMENT ACCOUNTS Owner Bank Name Account Number Type of Account SCHEDULE 3(j) CONSENTS; AUTHORIZATIONS; FILINGS EXHIBIT 4(a)(ii) IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the provisions thereof shall not undersigned hereby sells, assigns and transfers to ________________________________________________________________________ the following Equity Interests of _____________________, a ____________ corporation: No. of Shares Certificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. By: Name: Title: EXHIBIT 4(b)(i) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be (or be construed advised that pursuant to be) an amendmentthe Security and Pledge Agreement, modification or other change to this Agreement and the provisions dated as 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 [__], 2020 (as such provisions the same may be amended, supplemented, modified or otherwise supplemented replaced from time to time time, the “Agreement”), by and among the Obligors party thereto (each, an “Obligor” and, collectively, the “Obligors”) and The Bank of New York Mellon, as collateral agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Obligor has granted a continuing security interest in accordance with and continuing lien upon the terms hereof patents and thereof, including patent applications shown below to give effect to any intercreditor agreement (or similar arrangement)).the Collateral Agent for the ratable benefit of the holders of the Secured Obligations:

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 Subject to the obligations due provisos to any New First Lien Secured Party or clauses (ii2) any New First Lien Secured Party to the obligations due to any ABL Secured Party and (in each case, whether before or after the occurrence 3) of an Insolvency Proceedingthis Section 2.01(a), it being each Grantor hereby affirms its prior grant of security interests under the intent Original Agreement for the benefit 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 Second Priority Secured Parties and holders of certain other indebtedness the Third Priority Secured Parties. Without limiting the foregoing, it is expressly understood and agreed that all security interests, assignment and liens granted by the Grantors for the benefit of the Company in respect of the Common Collateral, this Agreement Second Priority Secured Parties and the other New First Lien DocumentsThird Priority Secured Parties in the Original Agreement are not terminated hereby, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral but continue 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 effect, subject to the terms hereof and thereof provisions hereof. Notwithstanding any other provision hereof, if any Principal Property constitutes Collateral, then such Principal Property shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such provisions Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Principal Property without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Principal Property any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be amendedsecured hereby. The Liens granted hereunder to secure the First Priority Obligations, modified or otherwise supplemented from time the Second Priority Obligations and the Third Priority Obligations are collectively referred to time in accordance with herein as the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement))“Security Interest.”

Intercreditor Agreement. This Agreement is (a) As between the Additional Receivables Intercreditor Agreement referred to in Agent and 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 AgreementTrustee, 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 Loan Documents is expressly made subject to the terms of the Intercreditor Agreement. Additionally, as between themselves and Borrower, the Agent and Lenders hereby agree that notwithstanding anything contained herein or in any of the other Loan Documents to the contrary (a) to the extent that pursuant to the terms of this Agreement or any of the other Loan Documents and New First Lien the Indenture or any of the Notes Security Documents, Borrower is required to deliver over the same property to the Agent or Lenders and to the Trustee or the "Noteholders" (as that term is defined in the Restated Indenture), to make a payment of the same funds to the Agent or Lenders and to the Trustee or the Noteholders, to give any direction or authorization for the benefit of the Agent or Lenders and the Trustee or Noteholders which cannot be complied with in favor of both the Agent or Lenders and the Trustee or Noteholders or to take any other action in favor of both the Agent or Lenders and the Trustee or the Noteholders which cannot be taken in favor 107 of both the Agent or Lenders and the Trustee or Noteholders, then Borrower shall make such delivery or payment, give such direction or authorization or take such action in favor of the Agent or Lenders if such payment, delivery, direction, authorization or action relates to the Lenders' Primary Collateral and in favor of the Trustee or Noteholders if such payment, delivery, direction, authorization or action relates to the Noteholders' Primary Collateral. In addition, Borrower, the Agent and Lenders hereby agree that any representation in any of the Loan Documents shall remain that cannot be true as to both the Trustee and/or the Noteholders and the Agent and/or the Lenders in full force and effect in accordance connection with the terms hereof Noteholders' Primary Collateral and thereof the Lenders' Primary Collateral, respectively, or their respective interests therein, shall be deemed to be true if it is true with respect to (i) in the case of representations to the Agent and/or Lenders, the Lenders' Primary Collateral, and (ii) in the case of representations to the Trustee and/or the Noteholders, the Noteholders' Primary Collateral. The provisions of this Section 11.25(a) shall terminate on such date ---------------- 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 terminates.

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 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 Intercreditor Agreement referred to in the New First Lien Documents. Nothing Notwithstanding anything in this Agreement to the contrary, the Lien and security interest granted to the ABL Loan Collateral Agent pursuant to this Agreement with respect to the Collateral shall be deemed to subordinate the obligations due to (i) any ABL Secured Party second in priority to the obligations due Lien and security interest granted to any New the 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 Agent on behalf 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 under the Inventory First Lien Security Agreement. The exercise of any right or remedy by the ABL Loan Collateral Agent or any other Second Lien Secured Party hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. In addition, to the extent any Additional General obligation of any Grantor hereunder, including any obligation to grant sole possession or control or deliver or assign property or funds to the ABL Loan Collateral Agent or any other Person (or register any property in the name of the ABL Loan Collateral Agent or any other Person) conflicts or is inconsistent with (or any representation or warranty hereunder would, if required to be true, conflict or be inconsistent with) the obligations or requirements under a substantially similar provision of the Inventory First Lien Security Agreement or the Mortgage First Lien Agreement, such obligations or requirements under the Inventory First Lien Security Agreement or the Mortgage First Lien Agreement, as the case may be, shall control, and such Grantor shall not be required to fulfill such obligations (or make such representations and warranties) hereunder, and shall be deemed not to be in violation of this Agreement as a result of its performance of the obligations or requirements of the Inventory First Lien Security Agreement or the Mortgage First Lien Agreement, as the case may be. For the avoidance of doubt, the absence of any specific reference to Section 8.9 (Intercreditor Agreement) governing the rights, benefits and privileges as among the New First Lien Secured Parties and holders of certain in any 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 provision 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 deemed to be) an amendment, modification or other change to this Agreement and limit the provisions generality 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 Section 8.9 (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).

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 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 herein, (i) the Liens granted pursuant to Section 2 shall be subject to the terms and conditions of the Intercreditor Agreement, each party hereto agrees that and (ii) the New First Lien exercise of any right or remedy by the Collateral Agent or any other holder of Secured Parties may enter into intercreditor agreements (Obligations hereunder or similar arrangements under any other Collateral Document (including without limitation under Section 7) are subject in all instances to the First Lien provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement or any Additional General other Collateral Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, until the Discharge of First Lien Obligations (as such term is defined in the Intercreditor Agreement) governing the rights), benefits and privileges as among the New First Lien Secured Parties and holders any obligation of certain any Obligor to take any action whatsoever hereunder or under any other indebtedness of the Company in respect of the Common Collateral, this Agreement and the other New First Lien DocumentsCollateral Document, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers any action with respect to the Common perfection (other than by the filing of a UCC-1 financing statement in accordance with Article 9 of the UCC of any applicable jurisdiction, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office or a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office), delivery, assignment or other form of transfer or Control of any Collateral, the giving of notice to the Collateral Agent or to any warehouseman, landlord, lessor, bailee, agent or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case so long case, in connection with any Collateral, shall be deemed to be satisfied or waived, as the terms thereof do not violate or conflict applicable, if such Obligor, as applicable, complied with the provisions requirements of the similar provision of the applicable First Lien Loan Document, or the First Lien Agent or Control Agent, as applicable, waived or otherwise did not require compliance therewith. Until the Discharge of First Lien Obligations, the delivery, assignment or other form of transfer of any Collateral to the First Lien Agent or Control Agent, as applicable, pursuant to the First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Collateral Document. Each of the parties hereto has caused a counterpart of this Agreement or to be duly executed and delivered as of the New First Lien Documentsdate first written above. In any eventOBLIGORS: STONEX GROUP INC., if a respective intercreditor agreement (or similar arrangement) existsDelaware corporation By: /s/ Xxxx X. X’Xxxxxx Name: Xxxx X. X’Xxxxxx Title: Chief Executive Officer FCSTONE GROUP, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer INTL FCSTONE MARKETS, LLC, an Iowa limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer FCSTONE MERCHANT SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Treasurer INTL FCSTONE ASSETS, INC., a Florida corporation By: /s/ Xxxx X. X’Xxxxxx Name: Xxxx X. X’Xxxxxx Title: Chief Executive Officer INTL TECHNOLOGY SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer GAIN CAPITAL HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President and Chief Executive Officer GAIN HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Manager GLOBAL FUTURES & FOREX, LTD., a Michigan corporation By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Manager X.X. XXXXX FINANCIAL CORPORATION, an Ohio corporation By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Manager GCAM, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Manager GAIN CAPITAL HOLDINGS INTERNATIONAL, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Manager Accepted and agreed to as of the provisions thereof shall not be (or be construed to be) an amendmentdate first above written. THE BANK OF NEW YORK MELLON, 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)).Collateral Agent By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: 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 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 in this Pledge Agreement, (i) the rights of each Pledgor, the Collateral Agent and the Lenders under this Pledge Agreement are subject to the terms of the Intercreditor Agreement, (ii) any obligation of any Pledgor in this Pledge Agreement that requires delivery of Pledged Collateral to, possession or control of Pledged Collateral with, the pledge, assignment, endorsement or transfer of Pledged Collateral to or the registration of Pledged Collateral in the name of, the Collateral Agent shall be deemed complied with and satisfied if such delivery of Pledged Collateral is made to, such possession or control of Pledged Collateral is with, or such Pledged Collateral be assigned, endorsed or transferred to or registered in the name of, the Working Capital Lender, and (iii) in the event of a direct conflict between the terms and provisions of this Pledge Agreement and the terms and provisions of the Intercreditor Agreement, it is the intention of each Pledgor, the Collateral Agent and the Lenders that such provisions shall be read together and construed, to the fullest extent possible, to be in concert with each other; however, in the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of the Intercreditor Agreement shall control and, in such case, no Pledgor shall be in breach of its obligations under this Pledge Agreement as a result of complying with the terms and provisions of the Intercreditor Agreement; provided that, notwithstanding the foregoing, nothing contained in this Section 27 shall limit or otherwise adversely effect the grant of a lien on or a security interest in any Pledged Collateral under Section 2 of this Pledge 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 . Each of the Company in respect parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the Common Collateraldate first above written. PLEDGORS: PRG-XXXXXXX USA, this INC., a Georgia corporation By: s/ ------------------------------------ Name: Xxxxx X. Xxxxxx, Xx. Title: Executive Vice President - Finance, Chief Financial Officer and Treasurer PRG XXXXXXX INTERNATIONAL, INC., a Georgia corporation By: s/ ------------------------------------ Name: Xxxxx X. Xxxxxx, Xx. Title: Executive Vice President - Finance, Chief Financial Officer and Treasurer PRGFS, INC., PRGLS, INC. Each a Delaware corporation By: s/ ------------------------------------ Name: Xxxxx X. Xxxxxx, Xx. Title: Executive Vice President - Finance PRGFS, INC., a Delaware corporation By: s/ ------------------------------------ Name: Xxxxx X. XxXxxxx Title: President PRG HOLDING CO. (FRANCE) XX. 0, XXX, XXX XXXXXXX XX. (XXXXXX) NO.2, LLC, Each a Delaware limited liability company By: s/ ------------------------------------ Name: Xxxxx X. Xxxxxx, Xx. Title: Executive Vice President - Finance, Chief Financial Officer and Treasurer THE PROFIT RECOVERY GROUP ASIA, INC., PRG-XXXXXXX CANADA, INC., THE PROFIT RECOVERY GROUP NEW ZEALAND, INC., THE PROFIT RECOVERY GROUP NETHERLANDS, INC., THE PROFIT RECOVERY GROUP MEXICO, INC. PRG-XXXXXXX FRANCE, INC., PRG-XXXXXXX AUSTRALIA, INC., PRG-XXXXXXX BELGIUM, INC., PRG-XXXXXXX CHILE, INC., THE PROFIT RECOVERY GROUP GERMANY, INC., PRG INTERNATIONAL, INC., PRG-XXXXXXX SWITZERLAND, INC., THE PROFIT RECOVERY GROUP SOUTH AFRICA, INC., THE PROFIT RECOVERY GROUP SPAIN, INC., THE PROFIT RECOVERY GROUP ITALY, INC., PRG-XXXXXXX SCANDINAVIA, INC., PRG-XXXXXXX PORTUGAL, INC., PRG-XXXXXXX JAPAN, INC., THE PROFIT RECOVERY GROUP COSTA RICA, INC., PRG-XXXXXXX PUERTO RICO, INC., PRG USA, INC., PRG-XXXXXXX EUROPE, INC., EACH A GEORGIA CORPORATION By: s/ ------------------------------------ Name: Xxxxx X. Xxxxxx, Xx. Title: Executive Vice President - Finance, Chief Financial Officer and Treasurer HS&A ACQUISITION - UK, INC., a Texas corporation By: s/ ------------------------------------ Name: Xxxxx X. Xxxxxx, Xx. Title: Executive Vice President - Finance, Chief Financial Officer and Treasurer COLLATERAL AGENT: XXXX STRATEGIC PARTNERS II, L.P. By: s/ ------------------------------------ Name: Xxxx Xxxxxxxx Title: Partner Schedule 2(a) to Pledge Agreement and the other New First Lien Documentsdated as of December __, including 2005 in favor of [____________] as to application Collateral Agent PLEDGED STOCK PLEDGOR: [EACH PLEDGOR] Number of proceeds Certificate Percentage Name 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)).Subsidiary Shares Number Ownership ------------------ --------- ----------- ---------- [EACH SUBSIDIARY OF SUCH PLEDGOR]

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

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 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 contrary, the Lien Secured Party or (ii) any New First Lien Secured Party and security interest 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 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 exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of this the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the other ABL Security Documents and New First Lien Security Documents shall remain in full force and effect in accordance with this Agreement, the terms hereof of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, so long as the Intercreditor Agreement is in effect, any requirement to deliver possession of any Collateral to the Collateral Agent or to give the Collateral Agent “control” over any Collateral shall be deemed to be satisfied if the holder of a Designated Senior Claim or any representative thereof (shall have such possession or control and such holder or representative as such provisions the case may be amendedhas agreed in the Intercreditor Agreement to also hold such possession or control as agent or bailee for the benefit of the Collateral Agent; provided, modified however, that notwithstanding the foregoing, the Company agrees to use commercially reasonable efforts to cause one of the following to occur (such obligation to use commercial reasonable efforts to continue with respect to each of the following until such efforts are successful as to one of the following or otherwise supplemented from time such efforts are unsuccessful as to time all of the following): (i) obtain the consent of the applicable holders of Designated Senior Claims or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, to the Collateral Agent retaining its own separate control agreement reflecting the priorities established by the Intercreditor Agreement, (ii) obtain the consent of the applicable holders of Designated Senior Claims or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, to the Collateral Agent being a party to the control agreement in accordance favor of the holders of Designated Senior Claims or their agent(s) and pursuant to such control agreement having the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, agree to follow instructions or entitlement orders, as applicable, of the Collateral Agent without further consent of the Company upon a discharge of the Designated Senior Claims, or (iii) in the event that the provisions of Sections 8-106 and 9-104 of the Uniform Commercial Code are amended in a manner consistent with that set forth in Assembly Xxxx 9933, cause any control agreement for the terms hereof and thereof, including benefit of any holders of Designated Senior Claims to give effect be subject to any intercreditor agreement (or similar arrangement))the Uniform Commercial Code.

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 Notwithstanding any other provision hereof or 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 Trademark Collateral (including, without limitation, any requirement to delivery agreements (other than the Deposit Account Control Agreements required by Section 4.11 of the Loan Agreement) granting control over such Pledged Collateral to Revolver Agent), (b) the granting of a first priority Lien on the Trademark Collateral in favor of the Revolver Agent, (c) any covenant hereunder or thereunder requiring the delivery of possession or control to Agent of such Trademark Collateral (including, without limitation, any requirement to deliver agreements granting control over such Trademark Collateral to Agent), (d) the granting of a first priority Lien on Trademark 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 the 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 Trademark 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 Trademark Collateral shall have been granted to Revolver Agent and a first priority Lien on such Trademark Collateral shall have been granted to Agent (subject to the terms set forth in 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 Grantor, 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 Grantor 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 Trademark 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 Section 4.2.