Common use of Intercreditor Agreements Clause in Contracts

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Each party hereto agrees that the Senior Secured Parties (as among themselves) and the Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First Lien Agent or Second Priority Agent governing the rights, benefits and privileges as among the Senior Secured Parties or the Second Priority Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, 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 (A) the terms thereof do not violate or conflict with the provisions of this Agreement or the other Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, (B) in the case of any such intercreditor agreement (or similar arrangement) affecting any Senior Secured Parties, the First Lien Agent acting on behalf of such Senior Secured Parties hereby irrevocably authorize agrees in its sole discretion to enter into any such intercreditor agreement (or similar arrangement) and instruct (C) in the Administrative Agent to, without any further consent case of any such intercreditor agreement (or similar arrangement) affecting the Senior Secured Parties holding Senior Lender Claims under the Credit Agreement, such intercreditor agreement (or similar arrangement) is permitted under the Credit Agreement or the Required Lenders otherwise authorize the applicable First Lien Agent to enter into any such intercreditor agreement (or similar arrangement). Notwithstanding the preceding clauses (B) and (C), to the extent that the applicable First Lien Agent is not authorized by the Required Lenders to enter into any such intercreditor agreement (or similar arrangement ) or does not agree to enter into such intercreditor agreement (or similar arrangement ), such intercreditor agreement (or similar arrangement) shall not be binding upon the applicable First Lien Agent but, subject to the immediately succeeding sentence, may still bind the other parties party thereto. 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 or any other Secured PartySenior Collateral Document or Second Priority Collateral Document, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) provisions of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any the other Senior Collateral Documents and Second Lien Intercreditor Agreement Priority Collateral Documents shall remain in full force and effect in accordance with the Senior Representative(s) of terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the holders of Indebtedness secured by a Lien permitted hereunder and intended terms thereof, including to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement give effect to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 intercreditor agreement (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundersimilar arrangement)).

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement to permit contemplated hereunder. In addition, each Secured Party hereby authorizes the incurrence of any Specified Indebtedness permitted to be secured by Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement. Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Agents are hereby authorized to enter into the ABL Intercreditor Agreement and any other usual and customary intercreditor or subordination agreements or arrangements approved in writing by the Required Lenders (for purposes of this paragraph, the “Intercreditor Agreements”) to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by each such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof each Intercreditor Agreement at any time existing and (b) hereby authorizes and instructs the Agents to enter into the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, if entered as the case may be. In addition, but in conformance with the terms hereof, each Lender hereby authorizes the Agents to enter into (i) any amendments to the Intercreditor Agreements and if applicable(ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent approved in writing by the Required Lenders and required to give effect to the establishment of intercreditor rights and privileges as contemplated and required by Section 8.16 of this Agreement. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against the Agent or any of its Affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. Each Lender hereby acknowledges and agrees that the provisions of Section 13.4 of this Agreement shall apply with equal effect to any such Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Collateral Agent is authorized and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent directed to, without any further consent to the extent required or permitted by the terms of any Lender or any other Secured Partythe Loan Documents, (x) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreementany Collateral Document, (ii) any First Lien Senior Pari Passu Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and Agreement, (iii) any Second Lien Senior/Junior Intercreditor Agreement or (iv) any other intercreditor agreement contemplated hereunder or (y) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Senior Representative(s) incurrence by any Loan Party of the holders any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit such Indebtedness to be secured by a Lien permitted hereunder and intended to valid, perfected lien on the Collateral (with such priority as may be junior designated by such Loan Party, to the Liens securing extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any intercreditor agreement contemplated hereunder, any Collateral Document, and any consent, filing or other action will be binding upon them. Each of the Lenders (including in its capacities as a Lender) and each of the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (xa) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any intercreditor agreement contemplated hereunder (if entered into) and (b) hereby authorizes and instructs the Collateral Agent to enter into and if applicableany Senior Pari Passu Intercreditor Agreement, any Senior/Junior Intercreditor Agreement. The foregoing provisions are intended as an inducement Agreement and any other intercreditor agreements contemplated hereunder or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. FurtherLoan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected lien on the Collateral hereunder(with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreements. The Each party hereto agrees that the Senior Lenders (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Intercreditor Agent governing the rights, benefits and privileges as among the Senior Lenders or the Second-Priority Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other Secured Parties hereby irrevocably authorize Senior Collateral Documents or Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and instruct waivers with respect to the Administrative Agent toCommon Collateral, without any further consent in each case so long as (A) the terms thereof do not violate or conflict with the provisions of this Agreement or the other Senior Collateral Documents or Second-Priority Collateral Documents, as the case may be, (B) in the case of any such intercreditor agreement (or similar arrangement) affecting any Senior Lenders, the Senior-Priority Agent acting on behalf of such Senior Lenders agrees in its sole discretion to enter into any such intercreditor agreement (or similar arrangement) and (C) in the case of any such intercreditor agreement (or similar arrangement) affecting the Senior Lenders holding Senior Lender Claims under the Credit Agreement, the Required Lenders authorize the applicable Senior-Priority Agent to enter into any such intercreditor agreement (or similar arrangement). Notwithstanding the preceding clauses (B) and (C), to the extent that the applicable Senior-Priority Agent is not authorized by the Required Lenders to enter into any such intercreditor agreement (or similar arrangement ) or does not agree to enter into such intercreditor agreement (or similar arrangement ), such intercreditor agreement (or similar arrangement ) shall not be binding upon the applicable Senior-Priority Agent but, subject to the immediately succeeding sentence, may still bind the other parties party thereto. 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 or any other Secured PartySenior Collateral Document or Second-Priority Collateral Document, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) provisions of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement the other Senior Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the Senior Representative(s) of terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the holders of Indebtedness secured by a Lien permitted hereunder and intended terms thereof, including to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement give effect to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 intercreditor agreement (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundersimilar arrangement)).

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) Any of the Term Obligations of the Credit Parties under the Loan Intercreditor AgreementDocuments for any reason shall cease to be (x) “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any document governing Junior Debt, (iiy) “Controlling Senior Obligations,” “Initial Credit Agreement Obligations” or “Senior Obligations” (or any comparable term) under, and as defined in, any First Lien Intercreditor Agreement with or (z) “First Lien Credit Agreement Obligations” or “Senior Obligations” (or any comparable term) under, and as defined in, the Senior Representative(sIntercreditor Agreement or (ii) of Indebtedness secured by a Lien permitted hereunder and intended the subordination provisions set forth in any document governing Junior Debt shall, in whole or in part, cease to be pari passu with the Liens securing the Secured Obligations under this Agreement effective or cease to be legally valid, binding and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of enforceable against the holders of Indebtedness secured by a Lien permitted hereunder such Junior Debt, if applicable. Then, and intended to in any such event, and at any time thereafter, if any Event of Default shall then be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) continuing, the Administrative Agent may rely exclusively on a certificate with the consent of an Officer and, upon the written request of the Majority Lenders, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower or any other Credit Party, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to whether the Liens governed by such Intercreditor Agreement and Borrower, the priority result that would occur upon the giving of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into written notice by the Administrative Agent as specified in clauses (a), (b) and (c) below shall be binding on occur automatically without the Secured Partiesgiving of any such notice): (a) declare the Total Commitment and Swingline Commitment terminated, and whereupon the Commitment of each Lender and the Swingline Lender, as the case may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable without any other Secured Parties notice of any kind, (b) declare the principal of and any accrued interest and fees in respect of any or all Loans and any or 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 agrees that it will take no actions contrary waived by the Borrower, and/or (c) demand cash collateral in respect of any outstanding Letter of Credit pursuant to Section 3.7(b) in an amount equal to the provisions ofaggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, if entered into after the occurrence and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as during the continuance of an inducement to any provider Event of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerDefault, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit and the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderLenders will have all other rights and remedies available at law and equity.

Intercreditor Agreements. The Lenders Administrative Agent is hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Intercreditor Agreements, if entered (b) hereby authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreements and if applicableto subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Collateral Documents or a Customary Intercreditor Agreement to effect the provisions contemplated by clause (ii) of the definition of “Permitted Liens.” In addition, each Lender hereby authorizes the Administrative Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by Section 7.01 of this Agreement. Each Lender acknowledges and agrees that any of the Administrative Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Senior Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto and/or under the Crossing Lien Intercreditor Agreement, the Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. The Each party hereto agrees that the Senior Lenders (as among themselves) and the Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First Lien Agent or Second Priority Agent governing the rights, benefits and privileges as among the Senior Lenders or the Second Priority Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other Secured Parties hereby irrevocably authorize Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and instruct waivers with respect to the Administrative Agent toCommon Collateral, without any further consent in each case so long as (A) the terms thereof do not violate or conflict with the provisions of this Agreement or the other Senior Collateral Documents or Second Priority Collateral Documents, as the case may be, (B) in the case of any Lender such intercreditor agreement (or similar arrangement) affecting any other Secured PartySenior Lenders, the First Lien Agent acting on behalf of such Senior Lenders agrees in its sole discretion, or is otherwise obligated pursuant to the terms of the applicable Senior Collateral Documents, to enter into any such intercreditor agreement (or acknowledge similar arrangement) and consent to(C) in the case of any such intercreditor agreement (or amendsimilar arrangement) affecting the Senior Lenders holding Senior Lender Claims under the Credit Agreement, renewsuch intercreditor agreement (or similar arrangement) is permitted under the Credit Agreement or the Required Lenders otherwise authorize the applicable First Lien Agent to enter into any such intercreditor agreement (or similar arrangement). If a respective intercreditor agreement (or similar arrangement) exists, extendthe provisions thereof shall not be (or be construed to be) an amendment, supplementmodification or other change to this Agreement, restateand the provisions of this Agreement shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, replace, waive modified or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement supplemented from time to time in accordance with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended terms thereof, including to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement give effect to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 intercreditor agreement (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundersimilar arrangement)).

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct Each of the Administrative Agent and the Mexican Collateral Agent is authorized to enter into any Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, without and extensions, restructuring, renewals, replacements of, such agreements in connection with the incurrence by any further consent Loan Party of any Lender Permitted First Priority Refinancing Debt or any other Secured PartyPermitted Junior Priority Refinancing Debt, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of in order to permit such Indebtedness to be secured by a valid, perfected Lien permitted hereunder and intended to (with such priority as may be pari passu with designated by the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior Borrower or relevant Restricted Subsidiary, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree Lenders acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof any Intercreditor Agreement and hereby authorizes and instructs each of the Administrative Agent and the Mexican Collateral Agent to enter into, if entered into and if applicable, any Intercreditor AgreementAgreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Permitted First Priority Refinancing Debt or any Permitted Junior Priority Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrower or relevant Restricted Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to any potential provider of any secured Specified Indebtedness not prohibited by Section 6.01 Permitted First Priority Refinancing Debt or Section 6.02 hereof any Permitted Junior Priority Refinancing Debt to extend credit to the Loan Parties Borrower and such persons Persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Pledge Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, are subject to the provisions of any other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Pledge Agreement, the terms of such Intercreditor Agreement shall govern and control. No right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of any such Intercreditor Agreement. 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 Party, enter into (or acknowledge and consent toParties) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, (ii) any First Junior Lien Intercreditor Agreement and any Pari Intercreditor Agreement, and, with respect to the ABL Priority Collateral until the Discharge of ABL Obligations, any obligation of the Pledgors hereunder or under any other Security Document with respect to the delivery of, or granting control over, 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 in connection with any ABL Priority Collateral shall be deemed to be satisfied if the Pledgors comply with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders similar provision of Indebtedness secured by a Lien permitted hereunder and intended to be junior the applicable ABL Collateral Documents. Until the Discharge of ABL Obligations, the delivery of any ABL Priority Collateral to the Liens securing ABL Agent pursuant to the Secured ABL Collateral Documents shall satisfy any delivery requirement hereunder or under any other Security Document. Furthermore, at all times prior to the Discharge of ABL Obligations under this Agreement. The Lenders or any refinancing in connection therewith, the Collateral Agent is authorized by the parties hereto and by the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority effect transfers of such Liens as contemplated thereby are not prohibited Collateral at any time in its possession (and (yany “control” or similar agreements with respect to such Collateral) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderABL Agent.

Intercreditor Agreements. The Lenders Each Lender (and the other Secured Parties each Person that becomes a Lender hereunder pursuant Section 10.06) hereby irrevocably authorize authorizes and instruct directors the Administrative Agent to enter into (a) the Convertible Notes Intercreditor Agreement and (b) any other Junior Lien Intercreditor Agreement on behalf of such Lender, in each case, as needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of such applicable intercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to the Administrative Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against the Administrative Agent, or any such successor, arising from the role of the Administrative Agent or such successor under the Loan Documents or any such intercreditor agreement so long as it is either acting in accordance with the terms of such documents and otherwise has not engaged in gross negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competent jurisdiction). In addition, the Administrative Agent to, without any further consent of any Lender or any (other Secured Partythan the consent as to the form of Junior Lien Intercreditor Agreement contemplated by the definition of “Junior Lien Intercreditor Agreement”), enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First a Junior Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness secured by a Lien permitted hereunder and under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the Secured Obligations Obligations, in each case, where such Indebtedness is secured by Liens permitted under this AgreementSection 7.01. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an a Responsible Officer of the Borrower as to whether the any such other Liens governed by such are permitted. The Convertible Notes Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Junior Lien Intercreditor Agreement entered into by the Administrative Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Subordination Agreement (iiif entered into), any other Intercreditor Agreement and any other intercreditor agreement contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness (or any Permitted Refinancing of the foregoing) permitted hereunder that is unsecured or permitted to be secured by all or a portion of the Collateral hereunder, as applicable (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) if entered into), any Second Junior Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the (if entered into), any Subordination Agreement (if entered into), any other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) and/or any Intercreditor Agreement other intercreditor agreement entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Junior Lien Intercreditor Agreement (if entered into), any Subordination Agreement (if entered into), any other Intercreditor Agreement and/or any other intercreditor agreement entered into in connection herewith and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Junior Lien Intercreditor Agreement (if entered into), any Subordination Agreement (if entered into), any other Intercreditor Agreement and/or any other intercreditor agreement contemplated hereby (on terms reasonably satisfactory to the Administrative Agent) (and any provider amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request any Permitted Refinancing of the Borrower, the Administrative Agent shall enter into, foregoing) permitted hereunder that is unsecured or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by all or a portion of the Collateral hereunderhereunder (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Administrative Agent is authorized by each Lender and each other Secured Party to enter into the Initial Intercreditor Agreement, any other Acceptable Intercreditor Agreement and any other intercreditor, subordination, collateral trust or similar agreement contemplated hereby with respect to any (a) Indebtedness (i) that is (A) required or permitted to be subordinated hereunder and/or (B) secured by any Lien and (ii) with respect to which Indebtedness and/or Liens, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement and/or (b) Secured Hedging Obligations and/or Banking Services Obligations, whether or not constituting Indebtedness (any such other intercreditor, subordination, collateral trust and/or similar agreement an “Additional Agreement”), and the Secured Parties party hereto acknowledge that the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement and any other Additional Agreement is binding upon them. Each Lender and each other Secured Parties Party hereby irrevocably authorize (a) agrees that they will be bound by, and instruct will not take any action contrary to, the provisions of the Initial Intercreditor Agreement, any Acceptable Intercreditor Agreement or any other Additional Agreement and (b) authorizes and instructs the Administrative Agent to, without any further consent of any Lender or any other Secured Party, to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Initial Intercreditor Agreement, (ii) any First Lien Acceptable Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and/or any other Additional Agreement and intended to be pari passu with subject the Liens on the Collateral securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Secured Parties to extend credit to the Loan Borrower, and the Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amendInitial Intercreditor Agreement, any Acceptable Intercreditor Agreement to permit the incurrence of and/or any Specified Indebtedness permitted to be secured by the Collateral hereunderother Additional Agreement.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Security Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, are subject to the provisions of any other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Security Agreement, the terms of any Intercreditor Agreement shall govern and control (except with respect to the provisions hereof describing the Collateral and the Excluded Property, this Security Agreement shall govern and control). No right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of any such Intercreditor Agreement. 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 Party, enter into (or acknowledge and consent toParties) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, (ii) any First Junior Lien Intercreditor Agreement and any Pari Intercreditor Agreement and, with respect to the ABL Priority Collateral, any obligation of the Grantors hereunder or under any other Security Document with respect to the delivery of, or granting control over, 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 in connection with any ABL Priority Collateral shall be deemed to be satisfied if the Grantors comply with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders similar provision of Indebtedness secured by a Lien permitted hereunder and intended to be junior the applicable ABL Credit Documents. The delivery of any ABL Priority Collateral to the Liens securing ABL Collateral Agent pursuant to the Secured Obligations ABL Credit Documents shall satisfy any delivery requirement hereunder or under this Agreementany other Security Document. The Lenders Furthermore, the Collateral Agent is authorized by the parties hereto and by the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority effect transfers of such Liens as contemplated thereby are not prohibited ABL Priority Collateral at any time in its possession (and (yany “control” or similar agreements with respect to such ABL Priority Collateral) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor AgreementABL Collateral Agent. [The foregoing provisions are intended as an inducement to any provider remainder of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderthis page is intentionally left blank.]

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Revolver Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of Term Loan Refinancing Indebtedness, any Specified Indebtedness pursuant to Section 2.18 or any other Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Collateral Agent is hereby authorized to enter into any Customary Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien that such Customary Intercreditor Agreement with the Senior Representative(sis binding upon them. Each Lender (a) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Customary Intercreditor Agreement and (b) hereby authorizes and instructs the Collateral Agent to enter into the Customary Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, if entered each Lender hereby authorizes the Collateral Agent to enter into (i) any amendments to any Customary Intercreditor Agreement, and if applicable(ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required by Section 10.2 of this Agreement. Each Lender acknowledges and agrees that (i) Xxxxxx Xxxxxxx Senior Funding, Inc. (or one or more of its affiliates) is acting as “Second Priority Representative” under the First Lien/Second Lien Intercreditor Agreement and (ii) any of the Agents (including Xxxxxx Xxxxxxx Senior Funding, Inc.) (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto and/or under the First Lien/Second Lien Intercreditor Agreement or other Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Security Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, are subject to the provisions of any other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Security Agreement, the terms of any Intercreditor Agreement shall govern and control. No right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of any such Intercreditor Agreement. 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 Party, enter into (or acknowledge and consent toParties) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, (ii) any First Junior Lien Intercreditor Agreement and any Pari Intercreditor Agreement, and, with respect to the ABL Priority Collateral until the Discharge of ABL Obligations, any obligation of the Grantors hereunder or under any other Security Document with respect to the delivery of, or granting control over, 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 in connection with any ABL Priority Collateral shall be deemed to be satisfied if the Grantors comply with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders similar provision of Indebtedness secured by a Lien permitted hereunder and intended to be junior the applicable ABL Collateral Documents. Until the Discharge of ABL Obligations, the delivery of any ABL Priority Collateral to the Liens securing ABL Agent pursuant to the Secured Obligations ABL Collateral Documents shall satisfy any delivery requirement hereunder or under this Agreementany other Security Document. The Lenders Furthermore, at all times prior to the Discharge of ABL Obligations, the Collateral Agent is authorized by the parties hereto and by the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority effect transfers of such Liens as contemplated thereby are not prohibited ABL Priority Collateral at any time in its possession (and (yany “control” or similar agreements with respect to such ABL Priority Collateral) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderABL Agent.

Intercreditor Agreements. The Lenders Agent and the other Secured Parties Collateral Agent are hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Initial Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited any other usual and (y) any Intercreditor Agreement entered into customary intercreditor or subordination agreements or arrangements approved in writing by the Administrative Agent shall be binding on Required Lenders (for purposes of this paragraph, any such agreement, an “Intercreditor Arrangement”) to the Secured Partiesextent contemplated by the terms hereof, and the parties hereto acknowledge that each Intercreditor Arrangement is binding upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof each Intercreditor Arrangement at any time existing and (b) hereby authorizes and instructs each of the Agent and the Collateral Agent to enter into Intercreditor Arrangements approved by the Agent and Required Lenders and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, if entered as the case may be. In addition, but in conformance with the terms hereof, each Lender hereby authorizes each of the Agent and the Collateral Agent to enter into (i) any amendments to the Intercreditor Arrangements and if applicable(ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent approved in writing by the Required Lenders and required to give effect to the establishment of intercreditor rights and privileges as contemplated and/or required by this Agreement. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against the Agent, the Collateral Agent or any of their respective Affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. Each Lender hereby acknowledges and agrees that the provisions of Section 13.25 of this Agreement shall apply with equal effect to any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderArrangement.

Intercreditor Agreements. The Lenders (a) Notwithstanding anything to the contrary herein, the ABL Intercreditor Agreement shall be deemed to be reasonable and the other Secured Parties hereby irrevocably authorize and instruct acceptable to the Administrative Agent toand the Lenders, without and the Administrative Agent and the Lenders shall be deemed to have consented to the use of such intercreditor agreement (and to the Administrative Agent’s execution thereof) in connection with any further consent Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of any Lender its Subsidiaries pursuant to Section 6.01 and expressly contemplated as being subject to the ABL Intercreditor Agreement. Notwithstanding anything to the contrary set forth herein, to the extent the Administrative Agent enters into an ABL Intercreditor Agreement or any other Secured Partyintercreditor agreement in accordance with the terms hereof, enter into (this Agreement will be subject to the terms and provisions of such ABL Intercreditor Agreement or acknowledge other intercreditor agreement. In the event of any inconsistency between the provisions of this Agreement and consent to) any such ABL Intercreditor Agreement or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan other Intercreditor Agreement, (ii) any First Lien the provisions of the ABL Intercreditor Agreement or such other intercreditor agreement govern and control. The Lenders acknowledge and agree that the Administrative Agent is authorized to, and the Administrative Agent agrees that with the Senior Representative(s) of respect to any applicable secured Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations incurred under this Agreement and (iii) any Second Lien expressly contemplated as being subject to such ABL Intercreditor Agreement or such other intercreditor agreement, upon request by the Borrower, it shall, enter into an ABL Intercreditor Agreement or any other intercreditor agreement, as applicable, in accordance with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreementterms hereof. The Lenders and the other Secured Parties irrevocably agree that (x) hereby authorize the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by (a) enter into any such ABL Intercreditor Agreement and or any such other intercreditor agreement, (b) bind the priority of Lenders on the terms set forth in such Liens as contemplated thereby are not prohibited ABL Intercreditor Agreement or any such other intercreditor agreement and (yc) any perform and observe its obligations under such ABL Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the or any such other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderintercreditor agreement.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent tois authorized to enter into any intercreditor, without any further consent of any Lender subordination or collateral trust agreement contemplated hereby with respect to Indebtedness or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify obligation that is (i) the Term Loan Intercreditor Agreementrequired or permitted to be subordinated hereunder or that otherwise is to be subject to an intercreditor, subordination or collateral trust arrangement and/or (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder Liens and intended to be pari passu with which Indebtedness or obligation contemplates an intercreditor, subordination or collateral trust agreement (any such intercreditor, subordination or collateral trust agreement, including the Liens securing Collateral Trust Agreement, an “Additional Agreement”), and the Secured Obligations under this Parties acknowledge that any Additional Agreement and is binding upon them. Each Secured Party (iiia) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by, and will not take no actions any action contrary to, the provisions of any Additional Agreement and (b) hereby authorizes and instructs the Administrative Agent to enter into any Additional Agreement, to subject the Liens on the Collateral securing the Obligations to the provisions ofthereof, if entered into to take such actions as it deems appropriate in furtherance of the intent and if applicablepurposes of such Additional Agreement, including exercising its rights or obligations (or those of the Secured Parties) thereunder (including directing the Collateral Trustee under the Collateral Trust Agreement) and providing any Intercreditor Agreementindemnities to the trustee or similar agent thereunder on behalf of the Secured Parties in order for such trustee or agent to take any applicable action thereunder. The foregoing provisions are intended as an inducement to Secured Parties agree that in the event of a conflict between the Loan Documents (other than any provider of Additional Agreement) and the Additional Agreement, the Additional Agreement shall control. References in any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit Loan Document relating to the Loan Parties and such persons are intended third-party beneficiaries delivery of such provisions. Further, upon request of the Borrower, collateral to or collateral held by the Administrative Agent (or references of similar effect), shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted as applicable be deemed to be secured references to the Collateral Trustee or such other Person designated by the Collateral hereunderAdministrative Agent to hold the Liens securing the Obligations pursuant to any Additional Agreement, as applicable.

Intercreditor Agreements. The Lenders Administrative Agent and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Collateral Agent to, without any further consent of any Lender or any other Secured Party, are authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (iiand any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness (or any Permitted Refinancing of the foregoing) in order to permit such Indebtedness to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) if entered into), any Second Lien Intercreditor Agreement with the Senior Representative(s(if entered into) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the and/or any other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement intercreditor arrangements entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Second Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangements entered into in connection herewith and (b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Second Lien Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request any Permitted Refinancing of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement foregoing) in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. (a) The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent is authorized to become a party to the ABL Intercreditor Agreement pursuant to the ABL Intercreditor Amendment (and enter into the ABL Intercreditor Agreement in respect of any Permitted Refinancing of ABL Facility Indebtedness), and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender or any other Secured Party, enter into (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) hereby consents to the Term Loan subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the ABL Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement and any amendments or supplements expressly contemplated thereby, if entered into and if applicable, any to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of the ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the ABL Secured Parties to extend credit to the Loan Parties borrowers under the ABL Credit Agreement and such persons ABL Secured Parties are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any ABL Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderAgreement.

Intercreditor Agreements. The Secured Parties hereby, and by their acceptance of the benefits of the Loan Documents: (a) irrevocably authorize and direct each of the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver the Initial Intercreditor Agreement, (b) acknowledge that the obligations of the Borrowers and the Guarantors under any Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Incremental Equivalent Debt and other Indebtedness permitted by Section 7.2 that is secured by Permitted Liens, and with respect to which such Indebtedness and/or Liens this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, or that such Indebtedness shall or may be secured on a pari passu or junior basis to the Liens securing the Obligations, may be secured by Liens on assets of the Borrowers and the Guarantors that constitute Collateral and (c) irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, without any further consent, authorization or other action by such Secured Party (i) any such intercreditor, subordination, collateral trust or similar agreement (and any amendments, amendments and restatements, restatements or waivers of, or supplements or other modifications to, any such agreement or arrangement permitted under this Agreement) constituting an Acceptable Intercreditor Agreement and (ii) any documents, certificates or other instruments in connection therewith, and any such intercreditor, subordination, collateral trust or similar agreement will be binding upon the Secured Parties. Each of the Lenders, the Issuing Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) consents to the Term Loan treatment of Liens to be provided for under the Intercreditor AgreementAgreements, (ii) any First Lien Intercreditor Agreement with agrees that, upon the Senior Representative(s) execution and delivery thereof, such Secured Party will be bound by the provisions of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, as if it were a signatory thereto and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions ofof any Intercreditor Agreement and (iii) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. Except as otherwise expressly set forth herein or in any Security Document, if entered into and if applicableno Qualified Counterparty or Cash Management Provider that obtains the benefits of Section 9.5, any Intercreditor Agreement. The foregoing Guarantee or any Collateral by virtue of the provisions are intended as an inducement hereof or of any Guarantee or any Security Document shall have any right to notice of any action or to consent to, direct or object to any provider action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Parties and such persons are intended third-party beneficiaries Documents. Notwithstanding any other provisions of such provisions. Further, upon request of this Section 10 to the Borrowercontrary, the Administrative Agent shall enter intonot be required to verify the payment of, or amendthat other satisfactory arrangements have been made with respect to, any Intercreditor Agreement to permit Obligations arising under Cash Management Agreements and Hedge Agreements unless the incurrence Administrative Agent has received written notice of any Specified Indebtedness permitted to be secured by such Obligations, together with such supporting documentation as the Collateral hereunderAdministrative Agent may request, from the applicable Qualified Counterparty or Cash Management Provider, as the case may be.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to (x) the Obligations and/or (y) any Indebtedness pursuant to the Second Lien Credit Documents). In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to (x) the Obligations and/or (y) any Indebtedness pursuant to the Second Lien Credit Documents). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Each Agent is authorized to, without any further consent and at the request of any Lender or any other Secured Partythe Parent Borrower will, enter into (or acknowledge any Acceptable Intercreditor Agreement and consent to) or amendany other intercreditor arrangements required hereunder, renewin each case, extendwith respect to Indebtedness, supplement, restate, replace, waive or otherwise modify that is (i) the Term Loan required or permitted to be incurred hereunder and for which accession to an Acceptable Intercreditor Agreement, Agreement is required and/or (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder Liens and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this such intercreditor, subordination or collateral trust agreement, an “Additional Agreement. The Lenders ”), and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such any Acceptable Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Additional Agreement entered into by the Administrative Agent shall be is binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties Issuing Bank (a) hereby agrees that it will be bound by, and will not take no actions any action contrary to, the provisions of any Acceptable Intercreditor Agreement and any Additional Agreement and (b) hereby authorizes and instructs the Agent to enter into any Acceptable Intercreditor Agreement and any Additional Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Secured Parties to extend credit to the Loan Borrowers, and the Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any Acceptable Intercreditor Agreement to permit the incurrence of and any Specified Indebtedness permitted to be secured by the Collateral hereunderAdditional Agreement.

Intercreditor Agreements. The Lenders Administrative Agent and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Collateral Agent to, without any further consent of any Lender or any other Secured Party, are authorized to enter into each Intercreditor Agreement and the parties hereto acknowledge that each Intercreditor Agreement is binding upon them. Each Lender (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) hereby consents to the provisions of the Term Loan Loan/Revolving Facility Intercreditor Agreement and each other Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof any Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Term Loan/Revolving Facility Intercreditor Agreement and, if entered into and if applicable, any other Intercreditor Agreement. The foregoing provisions are intended as an inducement Agreement and to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit subject the Liens on the Collateral securing the Obligations to the Loan Parties and such persons are intended third-party beneficiaries of such provisionsprovisions thereof. Further, upon request of Notwithstanding anything to the Borrowercontrary herein, the Administrative Agent shall and the Collateral Agent, without the consent of any Lender, may enter intointo one or more written amendments, supplements or modifications, in each case, pursuant to procedures and documentation reasonably required by the Administrative Agent or Collateral Agent, to any Intercreditor Agreement as may be required or permitted under the Loan Documents (i) to add other parties (or any authorized agent or representative thereof or trustee therefor) holding Indebtedness that is incurred in compliance with this Agreement that (A) is secured by Liens on the Collateral permitted under this Agreement, (ii) establish the relative priority of the Liens on the Collateral securing such Indebtedness as specified in this Agreement and (iii) to amend, supplement or modify other provisions of any Intercreditor Agreement to permit implement any of the incurrence foregoing as reasonably acceptable to the Administrative Agent or Collateral Agent. The authority provided to the Administrative Agent and Collateral Agent under this Section 9.23 shall be deemed to constitute the approval and consent of the Lenders with respect to the amendments, supplements and modifications described in this Section 9.23 for purposes of any Specified Indebtedness permitted to be secured by the Collateral hereunderIntercreditor Agreement.

Intercreditor Agreements. The Lenders Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereunder (x) agrees that it will be bound by and will take no actions contrary to the provisions of the ABL/Term Loan Intercreditor Agreement and any other Secured Parties hereby irrevocably authorize Intercreditor Agreements and instruct (y) authorizes and instructs WFB to enter into the ABL/Term Loan Intercreditor Agreement and any other Intercreditor Agreements as Collateral Agent on behalf of such Lender, and WFB to enter into the ABL/Term Loan Intercreditor Agreement and any other Intercreditor Agreements as ABL/Term Loan Administrative Agent to(as defined therein) on behalf of such Lender. Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby further agrees that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender Lender, enter into amendments to, amendments and restatements of, supplements to and/or replacements of, the ABL/Term Loan Intercreditor Agreement or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) and enter into any First Lien Intercreditor Agreement other intercreditor agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted hereunder under this Agreement, in each case in order to effect the relative priority of Liens on the Collateral and intended to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be junior or senior to the Liens securing the Secured Obligations under with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Section 6 of this Agreement. The Lenders , and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively on a certificate of an Authorized Officer of the Borrower Representative as to whether the Liens governed by such Intercreditor Agreement and the priority of any such Liens as contemplated thereby are not prohibited permitted, and (yc) such ABL/Term Loan Intercreditor Agreement, any other Intercreditor Agreement Agreements and any other intercreditor agreement referred to in the foregoing clause (a) entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, and each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby authorizes the other Secured Parties hereby agrees that it will take no actions contrary Agents to the provisions of, if entered into and if applicable, release or subordinate any Intercreditor Agreement. The foregoing provisions are intended as an inducement Lien on any property granted to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured held by the Collateral hereunderAgents under any Credit Document as provided in Section 10.18.

Intercreditor Agreements. The Lenders By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreements or the Second Lien Term Loan Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Secured Parties hereby irrevocably Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreements. By accepting a Note, each Holder is deemed to acknowledge that it has received a copy of each Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreements, (b) authorize and instruct direct the Administrative Agent toTrustee to execute and deliver each Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent of any Lender consent, authorization or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreementaction by such Holder, (iic) any First Lien agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of each Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by as if it were a Lien permitted hereunder signatory thereto and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into of such Intercreditor Agreement and if applicable, (d) agrees that no Holder shall have any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with the terms of an Intercreditor Agreement. The foregoing provisions are intended By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee (i) to take such actions as an inducement shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreements and (ii) to enter into such amendments, supplements or other modifications to each Intercreditor Agreement in connection with any provider extension, renewal, refinancing or replacement of any secured Specified Notes and any Indebtedness not prohibited by Section 6.01 under the First Lien Credit Agreements or Section 6.02 hereof to extend credit the Second Lien Term Loan Agreement or any refinancing indebtedness in respect thereof as are reasonably acceptable to the Loan Parties and such persons are intended third-party beneficiaries Trustee to give effect thereto, in each case on behalf of such provisionsHolder and without any further consent, authorization or other action by such Holder. Further, upon request The Trustee shall have the benefit of the Borrower, provisions of Article VII with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the Administrative Agent shall enter into, or amend, any terms of each of the Intercreditor Agreement Agreements to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderfull extent thereof.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the lien and the other Secured Parties hereby irrevocably authorize and instruct Security Interest granted to the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended pursuant to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) the exercise of any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into right or remedy by the Administrative Agent hereunder are subject to the provisions of the Intercreditor Agreements. In the event of any conflict between the terms of the Intercreditor Agreements and the terms of this Agreement, the terms of the Intercreditor Agreements shall be binding on govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreements, and each Lender and the any obligation of any Grantor hereunder or under any other Secured Parties hereby agrees that it will take no actions contrary Security Document to deliver to the provisions Administrative Agent, or establish the Administrative Agent’s control (within the meaning of the UCC) with respect to the delivery or control of, any 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 in connection with any that constitutes ABL Collateral, shall be deemed to be satisfied if entered into and if such Grantor, as applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit delivers such Collateral to the Loan Parties and ABL Agent or establishes such persons are intended third-party beneficiaries of such provisions. Further, upon request control in favor of the BorrowerABL Agent, in each case as bailee for the Administrative Agent shall enter into, or amend, any pursuant to the ABL Intercreditor Agreement and otherwise complies with the requirements of the similar provision of the applicable document with respect to permit the incurrence ABL Credit Agreement Obligations or the Notes Obligations (as defined in the ABL Intercreditor Agreement). The delivery of any Specified Indebtedness permitted Collateral to be secured or the control of any Collateral by to either the ABL Agent or the collateral agent under the Secured Notes as required by the Collateral hereunderapplicable Intercreditor Agreement shall satisfy any delivery or control requirement hereunder or under any other Security Document, with respect to the Collateral.

Intercreditor Agreements. (a) The Lenders Agent is authorized and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent directed to, without any further consent to the extent required or permitted by the terms of any Lender or any other Secured Partythe Loan Documents, (x) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreementany Security Document, (ii) any First Lien the ABL Intercreditor Agreement with and the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Closing Date Factoring Facility Intercreditor Agreement and (iii) any Second Lien other Intercreditor Agreement or subordination agreement contemplated hereunder, (y) subordinate any Lien on any property granted to or held by the Agent and (z) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Senior Representative(s) incurrence by any Loan Party of the holders any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit such Indebtedness to be secured by a Lien permitted hereunder and intended to valid, perfected lien on the Collateral (with such priority as may be junior designated by such Loan Party, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of ABL Intercreditor Agreement, the Borrower as to whether the Liens governed by such Closing Date Factoring Facility Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any other Intercreditor Agreement entered into by the Administrative Agent shall or subordination agreement contemplated hereunder, any Security Document, and any consent, filing or other action will be binding on upon them. Each of the Lenders (including in its capacities as a Lender and Issuing Bank (if applicable)) and each of the Secured Parties, and each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the ABL Intercreditor Agreement, the Closing Date Factoring Facility Intercreditor Agreement or any other Intercreditor Agreement or subordination agreement contemplated hereunder (if entered into) and (b) hereby authorizes and instructs the Agent to enter into and if applicable, any the ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement , the Closing Date Factoring Facility Intercreditor Agreement and any other Intercreditor Agreements or subordination agreements contemplated hereunder or any Security Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. FurtherLoan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected lien on the Collateral hereunder(with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Each Lender (in its capacity as such and the other Secured Parties hereby irrevocably authorize on behalf of itself and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge its Affiliates as Cash Management Banks and consent toHedge Banks) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Existing Intercreditor Agreements and (y) authorizes and instructs Xxxxxxx Xxxxx to enter into the Existing Intercreditor Agreements as “Credit Agreement Agent” on behalf of such Lender. Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Cash Management Banks and Hedge Banks) hereby further agrees that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender, enter into amendments to, amendments and restatements of, if entered into and if applicablesupplements to and/or replacements of, any Existing Intercreditor Agreement. The foregoing provisions are intended as an inducement , and to enter into any provider of any secured Specified Indebtedness not prohibited by Section 6.01 other intercreditor agreement with the collateral agent or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request other representatives of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence holders of any Specified Indebtedness that is permitted to be secured by a Lien on the Collateral hereunderthat is permitted under this Agreement, in each case, in order to effect the relative priority of Liens on the Collateral and to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be pari passu with or junior or senior to the Liens securing the Obligations with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Article VIII of this Agreement, and to establish certain relative rights as between the holders of the Obligations and the holders of the Indebtedness secured by such Liens, (b) the Agents may rely exclusively on a certificate of a Responsible Officer of Borrower as to whether any such Liens are permitted, and (c) such Existing Intercreditor Agreements and any other intercreditor agreement referred to in the foregoing clause (a) entered into by the Agents shall be binding on the Secured Parties. Furthermore, each Lender (in its capacity as such and on behalf of itself and its Affiliates as Cash Management Banks and Hedge Banks) hereby authorizes the Agents to release or subordinate any Lien on any property granted to or held by the Agents under any Loan Document as provided in Section 10.08.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of the Junior Lien Intercreditor Agreement or other intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of the Junior Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereunder (x) agrees that it will be bound by and will take no actions contrary to the other Secured Parties hereby irrevocably authorize provisions of the Intercreditor Agreements and instruct (y) authorizes and instructs GS to enter into the Intercreditor Agreements as Collateral Agent on behalf of such Lender, and GS to enter into the Intercreditor Agreements as First Lien Administrative Agent to(as defined therein) on behalf of such Lender. Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby further agrees that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender or any other Secured PartyLender, enter into (or acknowledge amendments to, amendments and consent to) or amendrestatements of, renewsupplements to and/or replacements of, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any Intercreditor Agreement, (ii) and to enter into any First Lien Intercreditor Agreement other intercreditor agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted hereunder under this Agreement, in each case, in order to effect the relative priority of Liens on the Collateral and intended to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be or junior or senior to the Liens securing the Secured Obligations under with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Section 6 of this Agreement. The Lenders , and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively on a certificate of an Authorized Officer of the Borrower as to whether the any such Liens governed by are permitted, and (c) such Intercreditor Agreement Agreements and any other intercreditor agreement referred to in the priority of such Liens as contemplated thereby are not prohibited and foregoing clause (ya) any Intercreditor Agreement entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, and each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby authorizes the other Secured Parties hereby agrees that it will take no actions contrary Agents to the provisions of, if entered into and if applicable, release or subordinate any Intercreditor Agreement. The foregoing provisions are intended as an inducement Lien on any property granted to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured held by the Collateral hereunderAgents under any Credit Document as provided in Section 10.18.

Intercreditor Agreements. The Lenders acknowledge that the obligations of the Borrower under the First Lien Credit Agreements, the Second Lien Notes and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Borrower and the other Secured Loan Parties that constitute Collateral under the Security Instruments and that the relative Lien priorities and other creditor rights of the Lenders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreements. Each Lender hereby acknowledges that it has received a copy of each Intercreditor Agreement. Each Lender hereby irrevocably authorize (a) consents to the subordination and instruct equalization, as applicable, of the Liens on the Collateral securing the Secured Indebtedness on the terms set forth in the Intercreditor Agreements, (b) authorizes and directs the Administrative Agent toto execute and deliver each Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent of any Lender consent, authorization or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreementaction by such Lender, (iic) any First Lien agrees that, upon the execution and delivery thereof, such Lender will be bound by the provisions of each Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by as if it were a Lien permitted hereunder signatory thereto and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into of such Intercreditor Agreement and if applicable, (d) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section or in accordance with the terms of an Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties Each Lender hereby further irrevocably authorizes and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, directs the Administrative Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreements and (ii) to enter intointo such amendments, supplements or amendother modifications to each Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Secured Indebtedness and any Indebtedness under the First Lien Credit Agreements, the Second Lien Notes or any Refinancing Indebtedness in respect thereof as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article XI with respect to all actions taken by it pursuant to this Section or in accordance with the terms of the Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted full extent thereof. The parties hereto have caused this Agreement to be secured by duly executed as of the Collateral hereunderday and year first above written. QUICKSILVER RESOURCES INC., a Delaware corporation By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President – Chief Financial Officer and Chief Accounting Officer CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender and as Administrative Agent, By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory ANNEX I Name of Lender Commitment Credit Suisse AG, Cayman Islands Branch $ 625,000,000

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, and Collateral Agent are hereby authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan each Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by each such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any amendment (or amend, amendment and restatement) to the Collateral Documents or any Intercreditor Agreement to permit contemplated hereunder. In addition, each Secured Party hereby authorizes the incurrence of any Specified Indebtedness permitted to be secured by Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without is authorized to enter into any further consent of any Lender or Acceptable Intercreditor Agreement and any other Secured Partyintercreditor, enter into subordination, collateral trust or similar agreement contemplated hereby with respect to any (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify Indebtedness (i) the Term Loan Intercreditor Agreement, that is (iiA) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien required or permitted hereunder and intended to be subordinated hereunder or pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior or senior to the Liens securing the Loan Document Obligations and/or (B) secured by Liens and (ii) with respect to which Indebtedness and/or Liens, this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement (any such other intercreditor, subordination, collateral trust and/or similar agreement, an “Additional Agreement”) and/or (b) Secured Hedging Obligations under this Agreement. The Lenders and/or Banking Services Obligations, whether or not constituting Indebtedness, and the other each Secured Parties irrevocably agree Party acknowledges that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such any Acceptable Intercreditor Agreement and any Additional Agreement is binding upon them. Each Secured Party hereby (a) acknowledges that it has received a copy of the priority of such Liens as contemplated thereby are not prohibited and (y) any First Lien Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesand consents to its terms, and each Lender and the other Secured Parties hereby (b) agrees that it will be bound by, and will not take no actions any action contrary to, the provisions of any Acceptable Intercreditor Agreement or any Additional Agreement and (c) authorizes and instructs the Administrative Agent to enter into any Additional Agreement (including any Acceptable Intercreditor Agreement) and to subject the Liens on the Collateral securing the Obligations to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Secured Parties to extend credit to the Loan Borrowers, and the Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any Acceptable Intercreditor Agreement to permit the incurrence of and/or any Specified Indebtedness permitted to be secured by the Collateral hereunderother Additional Agreement.

Intercreditor Agreements. The Lenders and Without limiting the other Secured Parties hereby irrevocably authorize and instruct generality of the foregoing, the Administrative Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (ii) and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness in order to permit such Indebtedness to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) if entered into), any Second Lien Intercreditor Agreement with the Senior Representative(s(if entered into) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the and/or any other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement intercreditor arrangements entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Second Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangements entered into in connection herewith and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Second Lien Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other parties hereto acknowledge that such Intercreditor Agreement is (and shall be) binding upon them. Each Secured Parties hereby irrevocably authorize and instruct Party agrees that the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan First Lien/Second Lien Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent upon execution thereof, shall be binding on the upon them. Each Secured Parties, and each Lender and the other Secured Parties Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes, instructs and directs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes, instructs and directs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of any intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations); provided that such intercreditor agreements may not contain provisions inconsistent with the ICA Applicable Provisions. In addition, each Secured Party hereby authorizes and directs the Administrative Agent and the Collateral hereunderAgent to enter into (a) any amendments to any Intercreditor Agreements, and (b) any other intercreditor arrangements, in the case of the clauses (a) and (b) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Revolver Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of Term Loan Refinancing Indebtedness, any Specified Indebtedness under any Incremental Facility or any other Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Pledge Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, are subject to the provisions of any other Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and the terms of this Pledge Agreement, the terms of any Intercreditor Agreement shall govern and control. No right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of any such Intercreditor Agreement. 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 Party, enter into (or acknowledge and consent toParties) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, (ii) any First Junior Lien Intercreditor Agreement and any Pari Intercreditor Agreement and, with respect to the ABL Priority Collateral, any obligation of the Pledgors hereunder or under any other Security Document with respect to the delivery of, or granting control over, 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 in connection with any ABL Priority Collateral shall be deemed to be satisfied if the Pledgors comply with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) requirements of the holders similar provision of Indebtedness secured by a Lien permitted hereunder and intended to be junior the applicable ABL Credit Documents. The delivery of any ABL Priority Collateral to the Liens securing ABL Administrative Agent pursuant to the Secured Obligations ABL Credit Documents shall satisfy any delivery requirement hereunder or under this Agreementany other Security Document. The Lenders Furthermore, the Collateral Agent is authorized by the parties hereto and by the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority effect transfers of such Liens as contemplated thereby are not prohibited Collateral at any time in its possession (and (yany “control” or similar agreements with respect to such Collateral) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the ABL Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderAgent.

Intercreditor Agreements. (a) The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent is authorized to become a party to the ABL Intercreditor Agreement (and enter into the ABL Intercreditor Agreement in respect of any Permitted Refinancing of ABL Facility Indebtedness), and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender or any other Secured Party, enter into (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) hereby consents to the Term Loan subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the ABL Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement and any amendments or supplements expressly contemplated thereby, if entered into and if applicable, any to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of the ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the ABL Secured Parties to extend credit to the Loan Parties borrowers under the ABL Credit Agreement and such persons ABL Secured Parties are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any ABL Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderAgreement.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral hereunderAgent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent expressly contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amendany amendment (or amendment and restatement) to an Intercreditor Agreement expressly contemplated hereunder. In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements expressly contemplated hereunder, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated or required by this Agreement. Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Permitted Pari Passu Debt or Permitted Junior Lien Debt under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to permit the incurrence assert against any Agent or any of its affiliates any Specified Indebtedness permitted to be secured by the Collateral hereunderclaims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Agreement and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent exercise of any Lender right or remedy by the Collateral Agent hereunder, in each case, with respect to the Collateral are subject to the limitations and provisions of the Intercreditor Agreements. In the event of any other Secured Partyconflict between the terms of the Intercreditor Agreements and the terms of this Agreement with respect to the Collateral, enter into the terms of the applicable Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge (or acknowledge as defined in the Senior Lien Intercreditor Agreement) of the ABL Facility Obligations (as defined in the Senior Lien Intercreditor Agreement) and consent to) or amendthe First-Lien Revolving Facility Obligations (as defined in the Senior Lien Intercreditor Agreement), renewas applicable, extend, supplement, restate, replace, waive or otherwise modify (i) no Pledgor shall be required to act or refrain from acting with respect to any ABL Priority Collateral (as defined in the Term Loan First-Priority Intercreditor Agreement) if compliance by such Pledgor with such requirement would result in a breach of or constitute a default under the Senior Lien Intercreditor Agreement, (ii) no Pledgor shall be required to act or refrain from acting with respect to any First Lien Shared Perfected Collateral (as defined in the First-Priority Intercreditor Agreement Agreement) if compliance by such Pledgor with such requirement would result in a breach of or constitute a default under the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement First-Priority Intercreditor Agreement), and (iii) the requirements of this Agreement to deliver any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder Collateral and intended to be junior any certificates, instruments or documents in relation thereto to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Collateral Agent shall be binding on the Secured Partiesdeemed satisfied by delivery of such Collateral and such certificates, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary instruments or documents in relation thereto to the provisions of, if entered into and if applicable, any Possessory Collateral Agent (as defined in the Senior Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder).

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Existing Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of Term Loan Refinancing Indebtedness, any Specified Indebtedness pursuant to Section 2.18 or any other Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Each Lender hereby authorizes and the other Secured Parties hereby irrevocably authorize and instruct directs the Administrative Agent toand/or the Collateral Agent (a) to enter into the Intercreditor Agreements on its behalf, without perform the Intercreditor Agreements on its behalf and take any further consent actions thereunder as determined by the Administrative Agent or the Collateral Agent to be necessary or advisable to protect the interest of any the Lenders, and each Lender or agrees to be bound by the terms of the Intercreditor Agreements and (b) to enter into any other Secured Partyintercreditor agreement reasonably satisfactory to the Administrative Agent on its behalf, enter into (perform such intercreditor agreement on its behalf and take any actions thereunder as determined by the Administrative Agent or acknowledge the Collateral Agent to be necessary or advisable to protect the interests of the Lenders, and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify each Lender agrees to be bound by the terms of such intercreditor agreement. Each Lender acknowledges that (i) the ABL/Term Loan Intercreditor Agreement governs, among other things, Lien priorities and rights of the Lenders and the ABL Secured Parties (as defined in the ABL/Term Loan Intercreditor Agreement) with respect to the Collateral, including the ABL Priority Collateral and (ii) any First Lien the Term Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a governs, among other things, Lien permitted hereunder priorities and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) rights of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Junior Secured Parties irrevocably agree that (xas defined in the Term Intercreditor Agreement) with respect to the Administrative Agent may rely exclusively on Collateral, including the Term Priority Collateral. In the event of a certificate of an Officer of the Borrower as to whether the Liens governed by such conflict between any Intercreditor Agreement and any other Loan Document, the priority provisions of such Liens as contemplated thereby are not prohibited and (y) any the applicable Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderprevail.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Collateral Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) Agreement, any Second Junior Lien Intercreditor Agreement and any other intercreditor agreement contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Senior Representative(s) incurrence by any Loan Party of any Indebtedness (or any Permitted Refinancing of the holders of Indebtedness foregoing) that is permitted to be secured by all or a Lien permitted portion of the Collateral hereunder and intended to (with such priority as may be junior designated by the Borrower or relevant Subsidiary, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (yif entered into) and/or any Intercreditor Agreement other intercreditor arrangements entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Junior Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangements entered into in connection herewith and (b) hereby authorizes and instructs the Collateral Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Junior Lien Intercreditor Agreement (if entered into) and any other intercreditor agreement contemplated hereby (on terms reasonably satisfactory to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter intoand the Collateral Agent) (and any amendments, amendments and restatements, restatements or amendwaivers of or supplements to or other modifications to, any Intercreditor Agreement to permit such agreements in connection with the incurrence by any Loan Party of any Specified Indebtedness (or any Permitted Refinancing of the foregoing) that is permitted to be secured by all or a portion of the Collateral hereunderhereunder (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Each Lender (and the other Secured Parties each Person that becomes a Lender hereunder pursuant Section 10.06) hereby irrevocably authorize authorizes and instruct directors the Administrative Agent to enter into any other Junior Lien Intercreditor Agreement on behalf of such Lender, in each case, as needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of such applicable intercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to the Administrative Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against the Administrative Agent, or any such successor, arising from the role of the Administrative Agent or such successor under the Loan Documents or any such intercreditor agreement so long as it is either acting in accordance with the terms of such documents and otherwise has not engaged in gross negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competent jurisdiction). In addition, the Administrative Agent to, without any further consent of any Lender or any (other Secured Partythan the consent as to the form of Junior Lien Intercreditor Agreement contemplated by the definition of “Junior Lien Intercreditor Agreement”), enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First a Junior Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness secured by a Lien permitted hereunder and under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the Secured Obligations Obligations, in each case, where such Indebtedness is secured by Lxxxx permitted under this AgreementSection 7.01. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an a Responsible Officer of the Borrower as to whether the any such other Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any permitted. Any Junior Lien Intercreditor Agreement entered into by the Administrative Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Leasehold Mortgagee and Fee Mortgagee hereby agree that (a) if Leasehold Mortgagee becomes the owner of the Leasehold Estates regarding the Lease with Hold Landlord (whether pursuant to the exercise of remedies under the Credit Agreement or otherwise), then without limiting any provisions of those certain instruments titled Subordination Agreement, Acknowledgement of Lease, Assignment, Estoppel, Attornment and Non-Disturbance Agreement, dated as of the date hereof, by and among Hold Landlord, Fee Mortgagee and Tenant (collectively with any amendment or other Secured Parties hereby irrevocably authorize and instruct modification thereof, the Administrative Agent to“SNDAs”), without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) Leasehold Mortgagee shall be deemed a successor to Tenant’s interest under the Term Loan Intercreditor AgreementSNDAs, (ii) any First Lien Intercreditor Agreement with Leasehold Mortgagee shall thereafter be bound under the Senior Representative(sSNDAs (as successor to Tenant) of Indebtedness secured by a Lien permitted hereunder and intended subject to be pari passu with the Liens securing the Secured Obligations under this Agreement terms thereof, and (iii) Fee Mortgagee shall continue to be bound under the SNDAs subject to the terms thereof; and (b) if Fee Mortgagee becomes the owner of any Second Lien Intercreditor of the Demised Properties, whether pursuant to the exercise of remedies under the Loan Agreement, the other “Loan Documents” (as defined in the Loan Agreement), or otherwise, then without limiting any provisions of this Agreement, (i) Fee Mortgagee shall be deemed a successor to Hold Landlord’s interest under this Agreement with respect to such Demised Properties, (ii) Fee Mortgagee shall thereafter be bound under this Agreement (as successor to Landlord) subject to the Senior Representative(sterms hereof, and (iii) of the holders of Indebtedness secured by a Lien permitted hereunder and intended Leasehold Mortgagee shall continue to be junior bound under this Agreement subject to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderterms thereof.

Intercreditor Agreements. The Lenders Each Lender (in its capacities as a Lender and the other Secured Parties Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) hereby irrevocably authorize acknowledge, and instruct agree to, the Administrative Agent toterms of the ABL Intercreditor Agreement, the 1-1/2 Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, and further agree that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender Lender, Issuing Bank or any other Secured Partycounterparty to an Ancillary Agreement, enter into (or acknowledge amendments to, amendments and consent to) or amendrestatements of, renewand/or replacements of, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any Intercreditor Agreement, (ii) and to enter into any First Lien Intercreditor Agreement other intercreditor agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders , in each case in order to effect the first-priority Liens of the ABL Priority Collateral and to provide for certain additional rights, obligations and limitations in respect of, any Liens required by the terms of this Agreement to be Second-Priority Liens, Notes-Priority Liens or other Liens that are, in each case, incurred in accordance with Article VI of this Agreement, and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively on a certificate of an a Responsible Officer of the U.S. Borrower as to whether the any such Liens governed by are permitted, and (c) such Intercreditor Agreement Agreements and any other intercreditor agreement referred to in the priority of such Liens as contemplated thereby are not prohibited and foregoing clause (ya) any Intercreditor Agreement entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, and each Lender (in its capacities as a Lender and the other Secured Parties Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) hereby agrees that it will take no actions contrary authorize the Agents to release or subordinate any Lien on any property granted to or held by the Agents under any Loan Document (i) to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider holder of any secured Specified Indebtedness not prohibited Lien on such property that is permitted by Section 6.01 or Section 6.02 hereof to extend credit be senior to the Loan Parties Liens of the Collateral Agent on such property or (ii) that is or becomes Excluded Property; and such persons are intended third-party beneficiaries of such provisions. Further, the Agents shall do so upon request of the U.S. Borrower; provided that, prior to any such request, the U.S. Borrower shall have in each case delivered to the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit a certificate of a Responsible Officer of the incurrence of any Specified Indebtedness U.S. Borrower certifying that such Lien is permitted to be secured by senior to the Collateral hereunderLiens under this Agreement or that such property is Excluded Property, as applicable.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or join, acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (iA)(i) the Term Loan ABL Intercreditor Agreement, the ABL Intercreditor Agreement Joinder and any other joinder to the ABL Intercreditor Agreement, (ii) any First Lien Pari Passu Intercreditor Agreement and any joinder thereto with the Senior Representative(s) collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens on the Collateral securing the Secured Obligations under this Agreement and (iii) any Second Lien Junior Intercreditor Agreement with the Senior Representative(s) collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens on the Collateral securing the Secured Obligations under this Agreement (any of the foregoing, an “Intercreditor Agreement” and, collectively, the “Intercreditor Agreements”) and (B) any joinders to the Collateral Documents with the collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens on the Collateral securing the Obligations under this Agreement (collectively, the “Collateral Document Joinders”). The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Collateral Document Joinders and Intercreditor Agreement Agreements and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement or Collateral Document Joinder entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor AgreementAgreement or Collateral Document Joinder (or the Collateral Documents as modified thereby). The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 7.1 hereof to extend credit to the Loan Credit Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. Notwithstanding anything to the contrary set forth in any Loan Document, to the extent the Administrative Agent enters into an Equal Priority Intercreditor Agreement or any other Intercreditor Agreement in accordance with the terms hereof, this Agreement will be subject to the terms and provisions of such Equal Priority Intercreditor Agreement or other Intercreditor Agreement, as applicable. In the event of any inconsistency between the provisions of this Agreement or any other Loan Document and any such Equal Priority Intercreditor Agreement or any other Intercreditor Agreement, the provisions of the Equal Priority Intercreditor Agreement or such other Intercreditor Agreement govern and control. The Lenders acknowledge and agree that each Agent is (i) authorized and instructed to enter into the Closing Date Intercreditor Agreement and (ii) authorized to, and each Agent agrees that, with respect to any secured Indebtedness, upon request by the Borrower, it shall, enter into an Equal Priority Intercreditor Agreement or any other Secured Parties Intercreditor Agreement with the collateral agent or other Debt Representative of the holders of such Indebtedness unless such Indebtedness and any related Liens (including the priority of such Liens) are not permitted by Sections 7.01 and 7.03 of this Agreement. The Lenders hereby irrevocably authorize and instruct the Administrative Agent toto (a) enter into the Closing Date Intercreditor Agreement, without any further consent of any Lender such Equal Priority Intercreditor Agreement or any such other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (iib) any First Lien bind the Lenders on the terms set forth in the Closing Date Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this or such Equal Priority Intercreditor Agreement or any such other Intercreditor Agreement and (iiic) any Second Lien Intercreditor Agreement with perform and observe its obligations under the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Closing Date Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Equal Priority Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the or any such other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as Agents and each Secured Party agree that the Agents shall be entitled to rely and shall rely exclusively on an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request officer’s certificate of the Borrower, Borrower in determining whether it is permitted to enter into an Intercreditor Agreement pursuant to this Section. Each Secured Party covenants and agrees not to give the Collateral Agent or Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit instruction that is not consistent with the incurrence provisions of any Specified Indebtedness permitted to be secured by the Collateral hereunderthis Section 10.13.

Intercreditor Agreements. The Lenders lien of this Deed of Trust herein granted to Beneficiary pursuant to the ABL Credit Agreement (as defined in the Intercreditor Agreement) is expressly subject and subordinate to the liens granted to Term Beneficiary pursuant to the Term Credit Agreement (as defined in the Intercreditor Agreement) and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent Term Deed of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify Trust with respect to (i) all of the Term Loan Intercreditor AgreementMortgaged Property, (ii) any First Lien Intercreditor Agreement with all of the Senior Representative(s) terms, covenants and conditions of Indebtedness secured by a Lien permitted hereunder this Deed of Trust and intended to be pari passu with the Liens securing the Secured Obligations under all extensions, renewals, modifications, consolidations, spreaders or replacements of this Agreement and Deed of Trust, (iii) any Second Lien Intercreditor Agreement with other action permitted or contemplated by this Deed of Trust and (iv) any assignment of any other property rights mortgaged or assigned to Beneficiary as additional security for the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior Obligations. Notwithstanding anything to the Liens securing contrary contained herein, the Secured Obligations under lien and security interest granted to Beneficiary pursuant to this Agreement. The Lenders Deed of Trust and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate exercise of an Officer of the Borrower as to whether the Liens governed any right or remedy by such Intercreditor Agreement and the priority of such Liens as contemplated thereby Beneficiary hereunder are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary subject to the provisions of, if entered into and if applicable, any of the Intercreditor Agreement. The foregoing provisions are intended of this paragraph shall remain in full force and effect for so long as an inducement to any provider the Term Credit Agreement remains outstanding. In the event of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit conflict between the terms and provisions of the Intercreditor Agreement and the terms and provisions of this Deed of Trust, the terms and provisions of the Intercreditor Agreement shall govern and control. As among the beneficiaries and holders of the ABL Obligations, as defined in the Intercreditor Agreement: (a) all rights and claims of such beneficiaries shall be subject to the Loan Parties Intercreditor Agreement; and such persons are intended third-party beneficiaries of such provisions. Further, upon request of (b) if the BorrowerABL Credit Agreement is modified in a manner that modifies any definition, the Administrative Agent resulting modification in definition (as it applies in this Deed of Trust) shall enter into, or amend, bind only any Intercreditor Agreement to permit parties that were bound by such change in the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderABL Credit Agreement.

Intercreditor Agreements. (a) The Lenders Administrative Agent and the other Secured Parties hereby irrevocably authorize Collateral Agent are authorized and instruct directed to become a party to the Administrative Agent to, without any further consent ABL Intercreditor Agreement (and enter into the ABL Intercreditor Agreement in respect of any Permitted Refinancing of ABL Facility Indebtedness), and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender or any other Secured Party, enter into (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) hereby consents to the Term Loan subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the ABL Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the ABL Intercreditor Agreement and any amendments or supplements expressly contemplated thereby, if entered into and if applicable, any to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of the ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the ABL Secured Parties to extend credit to the Loan Parties borrowers under the ABL Credit Agreement and such persons ABL Secured Parties are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any ABL Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderAgreement.

Intercreditor Agreements. The Lenders Administrative Agent and the other Secured Parties Collateral Agent are each hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Junior Lien Intercreditor Agreement, (ii) the Equal Priority Intercreditor Agreement and any First Customary Intercreditor Agreement to the extent contemplated by the terms hereof, and the parties hereto acknowledge that the Junior Lien Intercreditor Agreement with Agreement, the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Equal Priority Intercreditor Agreement and such Customary Intercreditor Agreement are binding upon them. Each Lender (iiia) any Second hereby agrees that it will be bound by the provisions of the Junior Lien Intercreditor Agreement with Agreement, the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Equal Priority Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Customary Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, as if it were a signatory thereto and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions ofof the Junior Lien Intercreditor Agreement, if entered the Equal Priority Intercreditor Agreement and the Customary Intercreditor Agreement and (b) hereby authorizes and instructs the Administrative Agent and/or Collateral Agent to enter into the Junior Lien Intercreditor Agreement, the Equal Priority Intercreditor Agreement and if applicablethe Customary Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, each Lender hereby authorizes the Administrative Agent and/or Collateral Agent to enter into (i) any amendments to the Junior Lien Intercreditor Agreement, the Equal Priority Intercreditor Agreement and any Customary Intercreditor Agreement and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required by Section 7.01 of this Agreement, in each case, and without any further consent, authorization or other action by such Lender. Each Lender hereby agrees that no Lender shall have any right of action whatsoever against any Agent as a result of any action taken by such Agent pursuant to this Section or in accordance with the terms of the Junior Lien Intercreditor Agreement, the Equal Priority Intercreditor Agreement and any Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Secured Parties to extend credit to the Loan Parties Borrower and such persons Secured Parties are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the BorrowerJunior Lien Intercreditor Agreement, the Administrative Agent shall enter into, or amend, any Equal Priority Intercreditor Agreement to permit the incurrence of and any Specified Indebtedness permitted to be secured by the Collateral hereunderCustomary Intercreditor Agreement.

Intercreditor Agreements. The Lenders (i) Any of the Obligations of the Credit Parties under the Loan Documents for any reason shall cease to be (x) “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any document governing Junior Debt, or (y) “First Lien Credit Agreement Obligations” or “Senior Obligations” (or any comparable term) under, and as defined in, the other Secured Parties hereby irrevocably authorize and instruct Intercreditor Agreement or (ii) the Administrative Agent to, without any further consent of any Lender subordination provisions set forth in the Intercreditor Agreement or any other Secured Partydocument governing Junior Debt shall, enter into (in whole or acknowledge and consent to) or amendin part, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended cease to be pari passu with the Liens securing the Secured Obligations under this Agreement effective or cease to be legally valid, binding and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of enforceable against the holders of Indebtedness secured by a Lien permitted hereunder such Junior Debt, if applicable. Then, and intended to in any such event, and at any time thereafter, if any Event of Default shall then be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) continuing, the Administrative Agent may rely exclusively on a certificate with the consent of an Officer and, upon the written request of the Majority Lenders, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower or any other Credit Party, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to whether the Liens governed by such Intercreditor Agreement and Borrower, the priority result that would occur upon the giving of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into written notice by the Administrative Agent as specified in clauses (a), (b) and (c) below shall be binding on occur automatically without the Secured Partiesgiving of any such notice (a) declare the Total Commitment and Swingline Commitment terminated, and whereupon the Commitment of each Lender and the Swingline Lender, as the case may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable without any other Secured Parties notice of any kind, (b) declare the principal of and any accrued interest and fees in respect of any or all Loans and any or 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 agrees that it will take no actions contrary waived by the Borrower, and/or (c) demand cash collateral in respect of any outstanding Letter of Credit pursuant to Section 3.7(b) in an amount equal to the provisions ofaggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, if entered into after the occurrence and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as during the continuance of an inducement to any provider Event of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerDefault, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit and the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderLenders will have all other rights and remedies available at law and equity.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Intercreditor Agreements, if entered (b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreements and if applicableto subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Collateral Documents or a Customary Intercreditor Agreement to effect the provisions contemplated by clause (ii) of the definition of “Permitted Liens.” In addition, each Lender hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by Section 7.01 of this Agreement. Each Lender acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Senior Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the Security Agreements with respect thereto and/or under the First Lien/Second Lien Intercreditor Agreement or any Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Revolver Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of Term Loan Refinancing Indebtedness, any Specified Indebtedness under any Incremental Facilitypursuant to Section 2.18 or any other Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Purchaser Representative is authorized by the Purchasers and the each other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent Party to, without any further consent of any Lender or any other Secured Partyand shall, enter into the Second Lien Intercreditor and Subordination Agreement, any other Intercreditor Agreement and any other intercreditor, subordination, collateral trust or similar agreement contemplated hereby with respect to any (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify Indebtedness that is (i) the Term Loan Intercreditor Agreement, required or permitted to be subordinated hereunder and/or (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a any Lien permitted hereunder and intended (b) which contemplates an intercreditor, subordination, collateral trust or similar agreement (any such other intercreditor, subordination, collateral trust and/or similar agreement, which intercreditor, subordination, collateral trust and/or similar agreement shall be reasonably acceptable to the Required Purchasers, an “Additional Agreement”), and the Secured Parties party hereto acknowledge that any Intercreditor Agreement and any other Additional Agreement is binding upon them. Each Purchaser and each other Secured Party party hereto hereby (a) agrees that it will be pari passu with bound by, and will not take any action contrary to, the provisions of any Intercreditor Agreement or any other Additional Agreement and (b) authorizes and instructs the Purchaser Representative to enter into any Intercreditor Agreement and/or any other Additional Agreement and to subject the Liens on the Collateral securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Purchasers and other Secured Parties to extend credit to the Loan Issuer, and the Purchasers and the other Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of and/or any Specified Indebtedness permitted to be secured by the Collateral hereunderother Additional Agreement.

Intercreditor Agreements. The Each of the Lenders and the other Secured Parties hereby irrevocably authorize (a) authorizes and instruct instructs the Administrative Agent Agents to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, without such agreements) as collateral agent and on behalf of such Person in connection with the incurrence by any further consent Loan Party of any Lender or any other Secured Party, enter into (or acknowledge Indebtedness of such Loan Party that is permitted to be incurred and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) secured by the Term Loan Intercreditor Collateral pursuant to Sections 6.01 and 6.02 of this Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by such Loan Party, to the extent such priority is permitted hereunder by the Loan Documents), and intended to be pari passu with by its acceptance of the Liens securing benefits of the Secured Obligations under this Agreement Security Documents, hereby acknowledges that any such intercreditor agreement is or will be, as applicable, binding upon it and (iiib) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof such intercreditor agreements (and any amendments, if entered into amendments and if applicablerestatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. FurtherLoan Party that is permitted to be incurred and secured by the Collateral pursuant to Sections 6.01 and 6.02 of this Agreement, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected Lien (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Administrative Agent and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Collateral Agent to, without any further consent of any Lender or any other Secured Party, are authorized to enter into (or acknowledge and consent to) or amendthe Subordination Agreement, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement and/or any other intercreditor or subordination agreement or arrangement entered into in connection herewith or contemplated hereby (iiand any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements or arrangements in connection with the incurrence by any Loan Party of any Indebtedness (or any Permitted Refinancing of the foregoing) to the extent permitted hereby) and the parties hereto acknowledge that any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) if entered into), any Second Lien Intercreditor Agreement with the Senior Representative(s(if entered into) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the and/or any other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement intercreditor or subordination agreement or arrangement entered into by the Administrative Agent shall in connection herewith or contemplated hereby, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Subordination Agreement, any First Lien Intercreditor Agreement (if entered into), any Second Lien Intercreditor Agreement (if entered into) and/or any other intercreditor or subordination agreement or arrangement entered into in connection herewith or contemplated hereby and (b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into, if applicable, the Subordination Agreement, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Second Lien Intercreditor Agreement and/or any other intercreditor or subordination agreement or arrangement entered into in connection herewith or contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements or arrangements in connection with the incurrence by any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 (or Section 6.02 hereof to extend credit any Permitted Refinancing of the foregoing) to the Loan Parties and extent permitted hereby) and, in the case of any such persons are intended third-party beneficiaries of such provisionsIntercreditor Agreement or intercreditor agreement, to subject the Liens on the Collateral securing the Obligations to the provisions thereof. Further, upon request of the BorrowerOther than as expressly set forth above, the Administrative Agent Lenders shall enter intobe prohibited from tranching Commitments or Loans into a “first-out”, “last-out” or similar structure, or amend, entering into any Intercreditor Agreement to permit the incurrence of agreement among lenders or any Specified Indebtedness permitted to be secured by the Collateral hereundersimilar arrangements.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement is (and the priority of such Liens as contemplated thereby are not prohibited and shall be) binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes, instructs and directs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes, instructs and directs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of any intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party hereby authorizes and directs the Administrative Agent and the Collateral hereunderAgent to enter into (a) any amendments to any Intercreditor Agreements, and (b) any other intercreditor arrangements, in the case of the clauses (a) and (b) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Secured Parties hereby, and by their acceptance of the benefits of the Loan Documents: (a) irrevocably authorize and direct each of the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver the Initial Intercreditor Agreement, (b) acknowledge that the obligations of the Borrowers and the Guarantors under any Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Incremental Equivalent Debt and other Indebtedness permitted by Section 7.2 that is secured by Permitted Liens, and with respect to which such Indebtedness and/or Liens this Agreement contemplates an intercreditor, subordination, collateral trust or similar agreement, or that such Indebtedness shall or may be secured on a pari passu or junior basis to the Liens securing the Obligations, may be secured by Liens on assets of the Borrowers and the Guarantors that constitute Collateral and (c) irrevocably authorizes and directs each of the Administrative Agent and the Collateral Agent to execute and deliver, without any further consent, authorization or other action by such Secured Party (i) any such 209 intercreditor, subordination, collateral trust or similar agreement (and any amendments, amendments and restatements, restatements or waivers of, or supplements or other modifications to, any such agreement or arrangement permitted under this Agreement) constituting an Acceptable Intercreditor Agreement and (ii) any documents, certificates or other instruments in connection therewith, and any such intercreditor, subordination, collateral trust or similar agreement will be binding upon the Secured Parties. Each of the Lenders, the Issuing Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) consents to the Term Loan treatment of Liens to be provided for under the Intercreditor AgreementAgreements, (ii) any First Lien Intercreditor Agreement with agrees that, upon the Senior Representative(s) execution and delivery thereof, such Secured Party will be bound by the provisions of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, as if it were a signatory thereto and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions ofof any Intercreditor Agreement and (iii) authorizes and directs each of the Administrative Agent and the Collateral Agent to carry out the provisions and intent of each such document. Except as otherwise expressly set forth herein or in any Security Document, if entered into and if applicableno Qualified Counterparty or Cash Management Provider that obtains the benefits of Section 9.5, any Intercreditor Agreement. The foregoing Guarantee or any Collateral by virtue of the provisions are intended as an inducement hereof or of any Guarantee or any Security Document shall have any right to notice of any action or to consent to, direct or object to any provider action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Parties and such persons are intended third-party beneficiaries Documents. Notwithstanding any other provisions of such provisions. Further, upon request of this Section 10 to the Borrowercontrary, the Administrative Agent shall enter intonot be required to verify the payment of, or amendthat other satisfactory arrangements have been made with respect to, any Intercreditor Agreement to permit Obligations arising under Cash Management Agreements and Hedge Agreements unless the incurrence Administrative Agent has received written notice of any Specified Indebtedness permitted to be secured by such Obligations, together with such supporting documentation as the Collateral hereunderAdministrative Agent may request, from the applicable Qualified Counterparty or Cash Management Provider, as the case may be.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent is authorized and directed to, without any further consent to the extent required or permitted by the terms of any Lender or any other Secured Partythe Loan Documents, (x) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreementany Security 152 Document, (ii) any First Lien each of the Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and Agreements, (iii) any Second Lien Junior Pari Passu Intercreditor Agreement or (iv) any other intercreditor agreement contemplated hereunder or (y) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Senior Representative(s) incurrence by any Loan Party of the holders any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit such Indebtedness to be secured by a Lien permitted hereunder and intended to valid, perfected lien on the Collateral (with such priority as may be junior designated by such Loan Party, to the Liens securing extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any intercreditor agreement contemplated hereunder, any Security Document, and any consent, filing or other action will be binding upon them. Each of the Lenders (including in its capacities as a Lender) and each of the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (xa) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any intercreditor agreement contemplated hereunder (if entered into into) and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties (b) hereby authorizes and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, instructs the Administrative Agent shall to enter into, or amendinto each of the Intercreditor Agreements, any Junior Pari Passu Intercreditor Agreement and any other intercreditor agreements contemplated hereunder or Security Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected lien on the Collateral hereunder(with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreements. The Each Lender hereby authorizes and directs the Administrative Agent and/or the Collateral Agent (a) to enter into each Intercreditor Agreement on its behalf, perform such Intercreditor Agreement on its behalf and take any actions thereunder as determined by the Administrative Agent or the Collateral Agent to be necessary or advisable to protect the interest of the Lenders, and each Lender agrees to be bound by the terms of such Intercreditor Agreement and (b) to enter into any other intercreditor agreement reasonably satisfactory to the Administrative Agent on its behalf, perform such intercreditor agreement on its behalf and take any actions thereunder as determined by the Administrative Agent or the Collateral Agent to be necessary or advisable to protect the interests of the Lenders, and each Lender agrees to be bound by the terms of such intercreditor agreement. Each Lender acknowledges that (i) the ABL/Term Loan Intercreditor Agreement governs, among other things, Lien priorities and rights of the Lenders and the other “Term Secured Parties hereby irrevocably authorize Parties” and instruct the Administrative Agent to, without any further consent of any Lender or any other “ABL Secured Party, enter into Parties” (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) each as defined in the ABL/Term Loan Intercreditor Agreement, ) with respect to the Collateral and (ii) any First Lien the Term Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a governs, among other things, Lien permitted hereunder priorities and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) rights of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the “First Lien Secured Parties, and each Lender and ” (as defined in the other Secured Parties hereby agrees that it will take no actions contrary Term Intercreditor Agreement) with respect to the provisions of, if entered into Collateral. In the event of any inconsistency between any Loan Document and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to , the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provision of the Borrower, the Administrative Agent shall enter into, or amend, any applicable Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundershall prevail.

Intercreditor Agreements. The Lenders and Notwithstanding anything herein to the other Secured Parties hereby irrevocably authorize and instruct contrary, in the Administrative Agent to, without any further consent event of any Lender or conflict between any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under provision in this Agreement and (iii) any Second Lien provision in the Intercreditor Agreement (or any Additional Debt Intercreditor Agreement or Permitted Junior Debt Intercreditor Agreement), such provision in the Intercreditor Agreement (or such Additional Debt Intercreditor Agreement or Permitted Junior Debt Intercreditor Agreement) shall control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, any obligation of any Grantor hereunder with respect to the delivery of any Collateral that constitutes Noteholder Priority Collateral (or Collateral included in any analogous term under any Additional Debt Intercreditor Agreement) shall be deemed to be satisfied if such Grantor delivers, or has delivered, such Noteholder Priority Collateral (or such Collateral included in any analogous term under any Additional Debt Intercreditor Agreement) to Xxxxx Fargo Bank, National Association, as collateral agent under the Noteholder Documents (or any Additional Debt Representative under any Additional Debt Documents) in accordance with the Senior Representative(s) requirements of the holders corresponding provision of Indebtedness secured by the applicable Noteholder Document (or Additional Debt Documents). Any representation, warranty, covenant or other obligation of any Grantor hereunder to create a “first priority” security interest in any Collateral that constitutes Noteholder Priority Collateral shall be first priority other than any Lien in favor of Xxxxx Fargo Bank, National Association, as collateral agent under the Noteholder Documents (or any Lien in favor of any Additional Debt Representative under any Additional Debt Documents) and any other Permitted Lien permitted hereunder and intended by the Credit Agreement to be junior prior to the Liens securing the Secured Obligations under this AgreementSecurity Interest. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third[[NYCORP:3506612v18:3178W: 02/05/2015-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.-10:48 AM]]

Intercreditor Agreements. The Lenders and Each Lender hereunder (a) acknowledges that it has received a copy of the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor AgreementAgreements, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered of the Intercreditor Agreements and (c) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreements as Administrative Agent and if applicable, any Intercreditor Agreementon behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders under the First Lien Financing Documents, Second Lien Financing Documents and any provider of any secured Specified documentation governing other parity lien or junior lien Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof permitted to be incurred hereunder to extend credit to the Loan Parties and such persons lenders are intended third-third party beneficiaries of such provisions. FurtherIn the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Agreement, upon request the provisions of such Intercreditor Agreement shall control. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, prior to the payment in full of the Borrower, First Lien Obligations to the extent that any Loan Party is required to give physical possession over any Collateral (other than ABL Priority Collateral) to the Administrative Agent under this Agreement or the other Loan Documents, such requirement to give possession shall enter into, or amend, any be satisfied if such Collateral is delivered to and held by the First Lien Agent pursuant to the ABL Intercreditor Agreement or any other applicable Intercreditor Agreement entered into after the Closing Date. Section 10.21 Acknowledgment and Consent to permit Bail-In of EEA Financial Institutions. Notwithstanding anything to the incurrence contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Specified Indebtedness permitted EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be secured by subject to the Collateral hereunder.write- -179

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into the Amendment No. 8 Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver 176 on behalf of the Secured Parties the Amendment No. 8 Intercreditor Agreement, any other intercreditor agreement or amendany amendment (or amendment and restatement) to the Collateral Documents or an Intercreditor Agreement contemplated hereunder. In addition, each Lender hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to the Amendment No. 8 Intercreditor Agreement, any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement. Each Lender acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to permit the incurrence assert against any Agent or any of its affiliates any Specified Indebtedness permitted to be secured by the Collateral hereunderclaims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. (a) The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent is authorized to become a party to the ABL Intercreditor Agreement pursuant to the ABL Intercreditor Amendment (and enter into the ABL Intercreditor Agreement in respect of any Permitted Refinancing of ABL Facility Indebtedness), and each of the parties hereto acknowledges that it has received a copy of the ABL Intercreditor Agreement and that the ABL Intercreditor Agreement is binding upon it. Each Lender or any other Secured Party, enter into (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) hereby consents to the Term Loan subordination of the Liens on the ABL Priority Collateral securing the Obligations on the terms set forth in the ABL Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the ABL Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement and any amendments or supplements expressly contemplated thereby, if entered into and if applicable, any to subject the Liens on the ABL Priority Collateral securing the Obligations to the provisions of the ABL Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the ABL Secured Parties to extend credit to the Loan Parties borrowers under the ABL Credit Agreement and such persons ABL Secured Parties are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any ABL Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.Agreement. 41112.00012 Execution Version

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Lender (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amendany amendment (or amendment and restatement) to the Collateral Documents or an Intercreditor Agreement contemplated hereunder. In addition, each Lender hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement. Each Lender acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to permit the incurrence assert against any Agent or any of its affiliates any Specified Indebtedness permitted to be secured by the Collateral hereunderclaims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or join, acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Pari Passu Intercreditor Agreement, Agreement and any joinder to the Pari Passu Intercreditor Agreement and (ii) any First Lien Junior Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or representative of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens on the Collateral securing the Secured Obligations under this Agreement (any of the foregoing, an “Intercreditor Agreement” and, collectively, the “Intercreditor Agreements”). The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement Agreements and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 7.1 hereof to extend credit to the Loan Credit Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders acknowledge that the obligations of the Borrower under the First Lien Credit Agreements, the Second Lien Notes and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Borrower and the other Secured Loan Parties that constitute Collateral under the Security Instruments and that the relative Lien priorities and other creditor rights of the Lenders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreements. Each Lender hereby acknowledges that it has received a copy of each Intercreditor Agreement. Each Lender hereby irrevocably authorize (a) consents to the subordination and instruct equalization, as applicable, of the Liens on the Collateral securing the Secured Indebtedness on the terms set forth in the Intercreditor Agreements, (b) authorizes and directs the Administrative Agent toto execute and deliver each Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent of any Lender consent, authorization or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreementaction by such Lender, (iic) any First Lien agrees that, upon the execution and delivery thereof, such Lender will be bound by the provisions of each Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by as if it were a Lien permitted hereunder signatory thereto and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into of such Intercreditor Agreement and if applicable, (d) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section or in accordance with the terms of an Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties Each Lender hereby further irrevocably authorizes and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, directs the Administrative Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreements and (ii) to enter intointo such amendments, supplements or amendother modifications to each Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Secured Indebtedness and any Indebtedness under the First Lien Credit Agreements, the Second Lien Notes or any Refinancing Indebtedness in respect thereof as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article XI with respect to all actions taken by it pursuant to this Section or in accordance with the terms of the Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted full extent thereof. The parties hereto have caused this Agreement to be secured by duly executed as of the Collateral hereunderday and year first above written. QUICKSILVER RESOURCES INC., a Delaware corporation By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President – Chief Financial Officer and Chief Accounting Officer CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender and as Administrative Agent, By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory ANNEX I Name of Lender Commitment Credit Suisse AG, Cayman Islands Branch $ 625,000,000 TOTAL $ 625,000,000 SCHEDULE 1.02

Intercreditor Agreements. The Lenders Each Lender (and the other Secured Parties each Person that becomes a Lender hereunder pursuant Section 10.06) hereby irrevocably authorize authorizes and instruct directors the Administrative Agent to enter into any other Junior Lien Intercreditor Agreement on behalf of such Lender, in each case, as needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of such applicable intercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to the Administrative Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against the Administrative Agent, or any such successor, arising from the role of the Administrative Agent or such successor under the Loan Documents or any such intercreditor agreement so long as it is either acting in accordance with the terms of such documents and otherwise has not engaged in gross negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competent jurisdiction). In addition, the Administrative Agent to, without any further consent of any Lender or any (other Secured Partythan the consent as to the form of Junior Lien Intercreditor Agreement contemplated by the definition of “Junior Lien Intercreditor Agreement”), enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First a Junior Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness secured by a Lien permitted hereunder and under Section 7.03 that is intended to be secured on a junior basis to the Liens securing the Secured Obligations Obligations, in each case, where such Indebtedness is secured by Liens permitted under this AgreementSection 7.01. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an a Responsible Officer of the Borrower as to whether the any such other Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any permitted. Any Junior Lien Intercreditor Agreement entered into by the Administrative Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Reference is made to the ABL/Bond Intercreditor Agreement, dated as of May 29, 2013, among SunTrust Bank, as ABL Agent (as defined in the ABL/Bond Intercreditor Agreement) for the ABL Secured Parties referred to therein; Wilmington Trust, National Association, as Notes Collateral Agent (as defined in the ABL/Bond Intercreditor Agreement) for the Notes Secured Parties referred to therein; each Additional Part Notes Debt Agent (as defined in the ABL/Bond Intercreditor Agreement), for the Pari Notes Debt Secured Parties referred to therein; Builders FirstSource, Inc. and the other Secured Parties hereby irrevocably authorize and instruct Subsidiaries of Builders FirstSource, Inc. party thereto (the Administrative Agent to“ABL/Bond Intercreditor Agreement”). Each Person that is secured hereunder, without any further consent by accepting the benefits of any Lender or any other Secured Partythe security provided hereby, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) consents (or is deemed to consent), to the Term Loan subordination of Liens provided for in the ABL/Bond Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(sagrees (or is deemed to agree) of Indebtedness secured by a Lien permitted hereunder and intended to that it will be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesbound by, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to, the provisions of the ABL/Bond Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Pari Notes Debt Agent on behalf of such Person to enter into, and perform under, the ABL/Bond Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the ABL/Bond Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions ofof the ABL/Bond Intercreditor Agreement and, if entered into and if applicableto the extent provided therein, any the applicable Security Documents (as defined in the ABL/Bond Intercreditor Agreement). The foregoing provisions are intended as an inducement to any provider In the event of any secured Specified Indebtedness not prohibited by Section 6.01 conflict or Section 6.02 hereof to extend credit to inconsistency between the Loan Parties provisions of this Patent Security Agreement and such persons are intended third-party beneficiaries of such provisions. Furtherthe ABL/Bond Intercreditor Agreement, upon request the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any ABL/Bond Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundershall control.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement is (and the priority of such Liens as contemplated thereby are not prohibited and shall be) binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Intercreditor Agreements, if entered (b) hereby authorizes, instructs and directs the Administrative 256 Agent and Collateral Agent to enter into the Intercreditor Agreements and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit subject the Liens on the Collateral securing the Obligations to the Loan Parties provisions thereof and such persons are intended third-party beneficiaries of such provisions. Further, upon request (c) without any further consent of the BorrowerLenders, hereby authorizes, instructs and directs the Administrative Agent shall enter intoand the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of any intercreditor agreement to permit provide for the incurrence of any Specified Indebtedness permitted to hereunder that will be secured by on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party hereby authorizes and directs the Administrative Agent and the Collateral hereunderAgent to enter into (a) any amendments to any Intercreditor Agreements, and (b) any other intercreditor arrangements, in the case of the clauses (a) and (b) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Intercreditor Agreements. The Lenders Administrative Agent is authorized to enter into the Intercreditor Agreement and the Pari Debt Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent modifications to, without any further consent and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence of any Lender Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Secured PartyIndebtedness permitted by the terms of this Agreement to be secured by the Collateral on a pari passu or junior priority secured basis, enter into (or and the parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) that each of the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement and the Pari Debt Intercreditor Agreement is (if entered into) binding upon them. Each Lender (a) understands, acknowledges and agrees that Liens may be created on the Collateral pursuant to the documentation relating to any Indebtedness incurred as permitted by this Agreement which is (in accordance with the Senior Representative(sterms hereof) of Indebtedness secured by a Lien permitted hereunder and intended to be secured thereby, on a pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness passu, or junior secured by a Lien permitted hereunder and intended to be junior basis to the Liens securing the Secured Obligations under this Agreement. The Lenders Obligations, which Liens securing any such other Indebtedness shall be subject to the terms and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer conditions of the Borrower as to whether the Liens governed by such Intercreditor Agreement and and/or the priority of such Liens as contemplated thereby are not prohibited and (y) any Pari Debt Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesexecuted and delivered as required hereby, and each Lender and the other Secured Parties (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of the Intercreditor Agreement and/or the Pari Debt Intercreditor Agreement (if entered into into) and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties (c) hereby authorizes and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, instructs the Administrative Agent shall to enter into, or amend, any into the Intercreditor Agreement and the Pari Debt Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to permit or other modifications to, such agreements) in connection with the incurrence of any Specified secured Indebtedness permitted to be secured by the Collateral hereunder.as contemplated above. 150

Intercreditor Agreements. The Lenders Each Lender hereunder, and the each other Secured Parties Party (x) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements and (y) authorizes and instructs AD to enter into the Intercreditor Agreements as Collateral Agent on behalf of such Lender and such Secured Party, including to enter into (i) the ABL/Term Loan Intercreditor Agreement as an Additional Term Agent (as defined therein) on behalf of such Lender and such Secured Party and (ii) the Cash Flow Intercreditor Agreement as Initial Junior Priority Agent (as defined therein) on behalf of such Lender and such Secured Party. Each Lender and each other Secured Party hereby irrevocably authorize further agrees that (a) the Agents may, from time to time on and instruct after the Administrative Agent toClosing Date, without any further consent of any Lender or any other Secured PartyLender, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien other Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is expressly permitted to be secured by a Lien on the Collateral that is permitted hereunder under this Agreement, in each case in order to effect the relative priority of Liens on the Collateral and intended to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be junior to the Liens securing the Secured Obligations under with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Section 6 of this Agreement. The Lenders , and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively and conclusively on a certificate of an Authorized Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of any such Liens as contemplated thereby are not prohibited permitted, and (yc) any such other Intercreditor Agreement Agreements referred to in the foregoing clause (a) entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, each Lender (in its capacity as such) and each Lender and the other Secured Parties Party hereby agrees that it will take no actions contrary authorizes the Agents to the provisions of, if entered into and if applicable, release or subordinate any Intercreditor Agreement. The foregoing provisions are intended as an inducement Lien on any property granted to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured held by the Collateral hereunderAgents under any Credit Document as provided in Section 10.18.

Intercreditor Agreements. The Lenders Agent is authorized and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent directed to, without any further consent to the extent required or permitted by the terms of any Lender or any other Secured Partythe Loan Documents, (x) enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) any Security Document, (ii) the Term Loan ABL Intercreditor Agreement, (iiiii) any First Lien Senior Pari Passu Intercreditor Agreement, (iv) any Senior/Junior Intercreditor Agreement or (v) any other intercreditor agreement contemplated hereunder or (y) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Senior Representative(s) incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit such Indebtedness to be secured by a Lien permitted hereunder and intended to valid, perfected lien on the Collateral (with such priority as may be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured designated by a Lien permitted hereunder and intended to be junior such Loan Party, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such ABL Intercreditor Agreement, any Senior Pari Passu Intercreditor Agreement, any Senior/Junior Intercreditor Agreement and the priority of such Liens as any other intercreditor agreement contemplated thereby are not prohibited hereunder, any Security Document, and (y) any Intercreditor Agreement entered into by the Administrative Agent shall consent, filing or other action will be binding on upon them. Each of the Lenders (including in its capacities as a Lender and Issuing Bank (if applicable)) and each of the Secured Parties, and each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any intercreditor agreement contemplated hereunder (if entered into) and (b) hereby authorizes and instructs the Agent to enter into and if applicablethe ABL Intercreditor Agreement, any Senior Pari Passu Intercreditor Agreement. The foregoing provisions are intended as an inducement Agreement and any other intercreditor agreements contemplated hereunder or Security Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. FurtherLoan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid, perfected lien on the Collateral hereunder(with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into the Closing Date Intercreditor Agreement (and to the extent contemplated by the terms hereof, any Junior Priority Intercreditor Agreement), and the other Secured Parties hereby irrevocably authorize and instruct parties hereto acknowledge that the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Closing Date Intercreditor Agreement with the Senior Representative(sis binding upon them. Each Lender (a) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Intercreditor Agreements and (b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into any Intercreditor Agreement and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof. In addition, if entered each Lender hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements, and if applicable(ii) any other intercreditor arrangements, any in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required by Section 6.02 of this Agreement. Each Lender acknowledges and agrees that the Collateral Agent (or one or more of its respective Affiliates) may (but is not obligated to) act as the “Senior Representative” or like term for the holders of Refinancing Term Loans under the security agreements with respect thereto and/or under the Closing Date Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, assert against the Administrative Agent shall enter intoand Collateral Agent or any of their affiliates any claims, causes of action, damages or amendliabilities of whatever kind or nature relating thereto. In the event of any conflict between this Agreement and the Closing Date Intercreditor Agreement, any the provisions of the Closing Date Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundershall govern and control.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to enter into the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement (including any other Intercreditor Agreement) or arrangement permitted under this Agreement (and any amendments, amendments and restatements, restatements or waivers of, or supplements or other modifications to, without any further consent such agreement or arrangement permitted under this Agreement), and any such agreement or arrangement will be binding upon the Lenders. Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern. Each Lender or any and other Secured PartyParty (a) understands, enter into (or acknowledge acknowledges and consent to) or amendagrees that Liens will be created on Collateral pursuant to the First Lien Documents, renew, extend, supplement, restate, replace, waive or otherwise modify (i) which Liens shall be subject to the Term Loan terms and conditions of the First Lien/Second Lien Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of the First Lien/Second Lien Intercreditor Agreement or any other intercreditor agreement (including any other Intercreditor Agreement) (if entered into into) and if applicable, any (c) hereby consents to the subordination of the Liens securing the Obligations on the terms set forth in the First Lien/Second Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) Agreement, any Second Junior Lien Intercreditor Agreement and any other intercreditor agreement contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Senior Representative(s) incurrence by any Loan Party of any Indebtedness (or any Permitted Refinancing of the holders of Indebtedness foregoing) that is permitted to be secured by all or a Lien permitted portion of the Collateral hereunder and intended to (with such priority as may be junior designated by the Borrower or relevant Subsidiary, to the Liens securing extent such priority is permitted by the Secured Obligations under this Agreement. The Lenders Loan Documents)), and the other Secured Parties irrevocably agree parties hereto acknowledge that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (yif entered into) and/or any Intercreditor Agreement other intercreditor arrangements entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any First Lien Intercreditor Agreement (if entered into), any Junior Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangements entered into in connection herewith and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, any First Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement , any Junior Lien Intercreditor Agreement (if entered into) and any other intercreditor agreement contemplated hereby (on terms reasonably satisfactory to the Administrative Agent) (and any provider amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request any Permitted Refinancing of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness foregoing) that is permitted to be secured by all or a portion of the Collateral hereunderhereunder (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereunder (x) agrees that it will be bound by and will take no actions contrary to the other Secured Parties hereby irrevocably authorize provisions of the Intercreditor Agreements and instruct (y) authorizes and instructs MSSF to enter into the Intercreditor Agreements as Collateral Agent on behalf of such Lender, and MSSF to enter into the Intercreditor Agreements as First Lien Administrative Agent to(as defined therein) on behalf of such Lender. Each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby further agrees that (a) the Agents may, from time to time on and after the Closing Date, without any further consent of any Lender or any other Secured PartyLender, enter into (or acknowledge amendments to, amendments and consent to) or amendrestatements of, renewsupplements to and/or replacements of, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan any Intercreditor Agreement, (ii) and enter into any First Lien Intercreditor Agreement other intercreditor agreement with the Senior Representative(s) collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted hereunder under this Agreement, in each case in order to effect the relative priority of Liens on the Collateral and intended to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be or junior or senior to the Liens securing the Secured Obligations under with respect to part or all of the Collateral, which are, in each case, incurred in accordance with Section 6 of this Agreement. The Lenders , and to establish certain relative rights as between the holders of the Obligations and the other Secured Parties irrevocably agree that holders of the Indebtedness secured by such Liens, (xb) the Administrative Agent Agents may rely exclusively on a certificate of an Authorized Officer of the Borrower as to whether the any such Liens governed by are permitted, and (c) such Intercreditor Agreement Agreements and any other intercreditor agreement referred to in the priority of such Liens as contemplated thereby are not prohibited and foregoing clause (ya) any Intercreditor Agreement entered into by the Administrative Agent Agents shall be binding on the Secured Parties. Furthermore, and each Lender (in its capacity as such and on behalf of itself and its Affiliates as Lender Counterparties) hereby authorizes the other Secured Parties hereby agrees that it will take no actions contrary Agents to the provisions of, if entered into and if applicable, release or subordinate any Intercreditor Agreement. The foregoing provisions are intended as an inducement Lien on any property granted to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured held by the Collateral hereunderAgents under any Credit Document as provided in Section 10.18.

Intercreditor Agreements. The Lenders Administrative Agent is hereby authorized to enter into any Customary Intercreditor Agreements, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without parties hereto acknowledge that any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien such Customary Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof any Customary Intercreditor Agreement (and any amendments, if entered amendments and restatements, restatements or waivers thereof or supplements thereto or other modifications thereto), (b) hereby authorizes and instructs the Administrative Agent to enter into any such Customary Intercreditor Agreements (and if applicableany amendments, amendments and restatements, restatements or waivers thereof or supplements thereto or other modifications thereto) and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, and to negotiate, execute and deliver on behalf of the Secured Parties any additional Collateral Documents or any amendment (or amendment and restatement) to the Collateral Documents to effect the provisions contemplated by Section 2.22 or any such Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. The Lenders Administrative Agent is authorized to enter into, any intercreditor or subordination agreement or arrangement entered into in connection with any Incremental Equivalent Debt permitted hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Incremental Equivalent Debt (or any Permitted Refinancing of the foregoing), to the extent permitted hereby), and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without parties hereto acknowledge that any further consent of any Lender intercreditor or any other Secured Party, enter into (subordination agreement or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement arrangement entered into by the Administrative Agent shall in connection herewith or contemplated hereby, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if of any intercreditor or subordination agreement or arrangement entered into in connection with any Incremental Equivalent Debt permitted hereby and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement intercreditor or subordination agreement or arrangement entered into in connection herewith or contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements or arrangements in connection with the incurrence by any provider Credit Party of any secured Specified Indebtedness not prohibited by Section 6.01 Incremental Equivalent Debt (or Section 6.02 hereof to extend credit any Permitted Refinancing of the foregoing) to the Loan Parties extent permitted hereby) and such persons are intended third-party beneficiaries of such provisions. Further, upon request of in the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence case of any Specified Indebtedness permitted to be secured by such intercreditor or subordination agreement or arrangement, subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders Reference is made to the ABL/Bond Intercreditor Agreement, dated as of May 29, 2013, among SunTrust Bank, as ABL Agent (as defined in the ABL/Bond Intercreditor Agreement) for the ABL Secured Parties referred to therein; Wilmington Trust, National Association, as Notes Collateral Agent (as defined in the ABL/Bond Intercreditor Agreement) for the Notes Secured Parties referred to therein; each Additional Part Notes Debt Agent (as defined in the ABL/Bond Intercreditor Agreement), for the Pari Notes Debt Secured Parties referred to therein; Builders FirstSource, Inc. and the other Secured Parties hereby irrevocably authorize and instruct Subsidiaries of Builders FirstSource, Inc. party thereto (the Administrative Agent to“ABL/Bond Intercreditor Agreement”). Each Person that is secured hereunder, without any further consent by accepting the benefits of any Lender or any other Secured Partythe security provided hereby, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) consents (or is deemed to consent), to the Term Loan subordination of Liens provided for in the ABL/Bond Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(sagrees (or is deemed to agree) of Indebtedness secured by a Lien permitted hereunder and intended to that it will be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesbound by, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to, the provisions of the ABL/Bond Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the ABL Agent on behalf of such Person to enter into, and perform under, the ABL/Bond Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the ABL/Bond Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions ofof the ABL/Bond Intercreditor Agreement and, if entered into and if applicableto the extent provided therein, any the applicable Security Documents (as defined in the ABL/Bond Intercreditor Agreement). The foregoing provisions are intended as an inducement to any provider In the event of any secured Specified Indebtedness not prohibited by Section 6.01 conflict or Section 6.02 hereof to extend credit to inconsistency between the Loan Parties provisions of this Trademark Security Agreement and such persons are intended third-party beneficiaries of such provisions. Furtherthe ABL/Bond Intercreditor Agreement, upon request the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any ABL/Bond Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundershall control.

Intercreditor Agreements. The Lenders Administrative Agent is authorized to enter into the Intercreditor Agreement and the Pari Passu Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent modifications to, without any further consent and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence of any Lender Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Secured PartyIndebtedness permitted by the terms of this Agreement to be secured by the Collateral on a pari passu or junior priority secured basis, enter into (or and the parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) that each of the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement and the Pari Passu Intercreditor Agreement is (if entered into) binding upon them. Each Lender (a) understands, acknowledges and agrees that Liens may be created on the Collateral pursuant to the documentation relating to any Indebtedness incurred as permitted by this Agreement which is (in accordance with the Senior Representative(sterms hereof) of Indebtedness secured by a Lien permitted hereunder and intended to be secured thereby, on a pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness passu, or junior secured by a Lien permitted hereunder and intended to be junior basis to the Liens securing the Secured Obligations under this Agreement. The Lenders Obligations, which Liens securing any such other Indebtedness shall be subject to the terms and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer conditions of the Borrower as to whether the Liens governed by such Intercreditor Agreement and and/or the priority of such Liens as contemplated thereby are not prohibited and (y) any Pari Passu Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Partiesexecuted and delivered as required hereby, and each Lender and the other Secured Parties (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement (if entered into into) and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties (c) hereby authorizes and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, instructs the Administrative Agent shall to enter into, or amend, any into the Intercreditor Agreement and the Pari Passu Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to permit or other modifications to, such agreements) in connection with the incurrence of any Specified secured Indebtedness permitted to be secured by the Collateral hereunder.as contemplated above. 143

Intercreditor Agreements. The Lenders and the other Secured Parties Agent is hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Pari Passu Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Customary Intercreditor Agreement entered into to the extent contemplated by the Administrative Agent shall be binding on the Secured Partiesterms hereof, and each Lender and the other parties hereto acknowledge that such Customary Intercreditor Agreement is binding upon them. Each Secured Parties hereby Party (a) agrees that it will be bound by and will take no actions contrary to the provisions ofof the Pari Passu Intercreditor Agreement or any Customary Intercreditor Agreement and (b) authorizes and instructs the Agent to enter into the Pari Passu Intercreditor Agreement and any Customary Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, if entered each Lender hereby authorizes the Agent to enter into (i) any amendments to the Pari Passu Intercreditor Agreement and if applicableany Customary Intercreditor Agreement and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required by Section 5.1 of this Agreement. Each Lender acknowledges and agrees that the Agent (or one or more of its Affiliates) may (but is not obligated to) act as the “Representative” or like term for the holders of Credit Agreement Refinancing Debt under the security agreements with respect thereto and/or under a First Lien/Second Lien Intercreditor Agreement or any Customary Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.

Intercreditor Agreements. (a) The Lenders acknowledge that the obligations of the Borrower and the other Guarantors in respect of the Prepetition Credit Agreement will be secured by Liens on the Junior Priority Collateral on a senior priority basis to the Secured Parties hereby irrevocably authorize and instruct Obligations. In connection with the Borrower’s entry into this Agreement, the Administrative Agent to, without any further consent of any Lender or any other Secured Party, is authorized to enter into (or acknowledge the Intercreditor Agreement establishing the relative rights of the Secured Parties and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the Prepetition Credit Agreement Secured Parties with respect to the Junior Priority Collateral and certain related matters. The Lenders hereby irrevocably (i) consent to such junior priority treatment of Liens securing the Term Loan Secured Obligations to be provided for under the Intercreditor Agreement, (ii) any First Lien authorize the Administrative Agent to execute and deliver the Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement any documents relating thereto, in each case on behalf of, and without any further consent, authorization or other action by, any Lender, (iii) any Second Lien Intercreditor Agreement with agree that, upon the Senior Representative(s) execution and delivery thereof and so long as it is in effect, each Lender will be bound by the provisions of the holders of Indebtedness secured by Intercreditor Agreement, as if it were a Lien permitted hereunder signatory thereto and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into of the Intercreditor Agreement and if applicable, (iv) agree that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.17 or in accordance with the terms of the Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, Lenders hereby further irrevocably authorize the Administrative Agent to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal or refinancing of the Term Loans, as are reasonably acceptable to the Administrative Agent, in its sole discretion, to give effect thereto, in each case on behalf of each Lender, and without any further consent, authorization or other action by any Lender. The Administrative Agent shall enter into, have the benefit of the provisions of Article IX with respect to all actions referred to in this Section 10.17 and all actions taken or amend, any omitted to be taken by it in accordance with the terms of the Intercreditor Agreement to permit the incurrence full extent thereof. Notwithstanding anything contained herein or in any other Loan Document to the contrary, any provision hereof or any other Loan Document requiring any Loan Party to deliver possession of any Specified Indebtedness permitted Junior Priority Collateral to the Administrative Agent or its representatives, or to cause the Administrative Agent or its representatives to control any Junior Priority Collateral, shall be secured by the deemed to have been complied with if and for so long as any Prepetition Collateral hereunderAgent shall have such possession or control.

Intercreditor Agreements. The Lenders Administrative Agent is authorized to enter into, any intercreditor or subordination agreement or arrangement entered into in connection with any Incremental Equivalent Debt permitted hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Incremental Equivalent Debt (or any Permitted Refinancing of the foregoing), to the extent permitted hereby), and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without parties hereto acknowledge that any further consent of any Lender intercreditor or any other Secured Party, enter into (subordination agreement or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement arrangement entered into by the Administrative Agent shall in connection herewith or contemplated hereby, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if of any intercreditor or subordination agreement or arrangement entered into in connection with any Incremental Equivalent Debt permitted hereby and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement intercreditor or subordination agreement or arrangement entered into in connection herewith or contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements or arrangements in connection with the incurrence by any provider Credit Party of 217 -217- any Incremental Equivalent Debt (or any Permitted Refinancing of the foregoing) to the extent permitted hereby) and in the case of any secured Specified Indebtedness not prohibited by Section 6.01 such intercreditor or Section 6.02 hereof to extend credit subordination agreement or arrangement, subject the Liens on the Collateral securing the Obligations to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderprovisions thereof.

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent tois authorized to enter into any intercreditor, without any further consent of any Lender subordination or collateral trust agreement contemplated hereby with respect to Indebtedness or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify obligation that is (i) the Term Loan Intercreditor Agreementrequired or permitted to be subordinated hereunder or that otherwise is to be subject to an intercreditor, subordination or collateral trust arrangement and/or (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder Liens and intended to be pari passu with which Indebtedness or obligation contemplates an intercreditor, subordination or collateral trust agreement (any such intercreditor, subordination or collateral trust agreement, including the Liens securing Collateral Trust Agreement, an “Additional Agreement”), and the Secured Obligations under this Parties acknowledge that any Additional Agreement and is binding upon them. Each Secured Party (iiia) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by, and will not take no actions any action contrary to, the provisions of any Additional Agreement and (b) hereby authorizes and instructs the Administrative Agent to enter into any Additional Agreement, to subject the Liens on the Collateral securing the Obligations to the provisions ofthereof, if entered into to take such actions 121 as it deems appropriate in furtherance of the intent and if applicablepurposes of such Additional Agreement, including exercising its rights or obligations (or those of the Secured Parties) thereunder (including directing the Collateral Trustee under the Collateral Trust Agreement) and providing any Intercreditor Agreementindemnities to the trustee or similar agent thereunder on behalf of the Secured Parties in order for such trustee or agent to take any applicable action thereunder. The foregoing provisions are intended as an inducement to Secured Parties agree that in the event of a conflict between the Loan Documents (other than any provider of Additional Agreement) and the Additional Agreement, the Additional Agreement shall control. References in any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit Loan Document relating to the Loan Parties and such persons are intended third-party beneficiaries delivery of such provisions. Further, upon request of the Borrower, collateral to or collateral held by the Administrative Agent (or references of similar effect), shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted as applicable be deemed to be secured references to the Collateral Trustee or such other Person designated by the Collateral hereunderAdministrative Agent to hold the Liens securing the Obligations pursuant to any Additional Agreement, as applicable.

Intercreditor Agreements. The Administrative Agent is authorized by the Lenders and the each other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent Party to, without any further consent of any Lender or and shall enter into anythe Second Lien Intercreditor and Subordination Agreement, any other Secured PartyIntercreditor Agreement and any other intercreditor, enter into subordination, collateral trust or similar agreement contemplated hereby with respect to any (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify Indebtedness (i) the Term Loan Intercreditor Agreement, that is (iiA) any First Lien Intercreditor Agreement with the Senior Representative(srequired or permitted to be subordinated hereunder and/or (B) of Indebtedness secured by a any Lien permitted hereunder and intended (ii) which contemplates an intercreditor, subordination, collateral trust or similar agreement and/or (b) Secured Hedging Obligations and/or Banking Services Obligations, whether or not constituting Indebtedness (any such other intercreditor, subordination, collateral trust and/or similar agreement, which intercreditor, subordination, collateral trust and/or similar agreement shall be reasonably acceptable to the Lender Representative and the Administrative Agent, an “Additional Agreement”), and the Secured Parties party hereto acknowledge that any Intercreditor Agreement and any other Additional Agreement is binding upon them. Each Lender and each other Secured Party party hereto hereby (a) agrees that they will be pari passu with bound by, and will not take any action contrary to, the provisions of any Intercreditor Agreement or any other Additional Agreement and (b) authorizes and instructs the Administrative Agent to enter into any Intercreditor Agreement and/or any other Additional Agreement and to subject the Liens on the Collateral securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreementthereof. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the Lenders and the other Secured Parties to extend credit to the Loan Borrower, and the Lenders and the other Secured Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request provisions and the provisions of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of and/or any Specified Indebtedness permitted to be secured by the Collateral hereunderother Additional Agreement.

Intercreditor Agreements. The Lenders Administrative Agent and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Collateral Agent to, without any further consent of any Lender or any other Secured Party, are authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Superpriority Intercreditor Agreement, (ii) any First Lien Pari Passu Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Senior Representative(sincurrence by any Loan Party of any Indebtedness (or any Permitted Refinancing of the foregoing) of in order to permit such Indebtedness to be secured by a Lien valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted hereunder by the Loan Documents)), and intended to be pari passu with the Liens securing parties hereto acknowledge that the Secured Obligations under this Agreement and (iii) Superpriority Intercreditor Agreement, any Second Lien Pari Passu Intercreditor Agreement with the Senior Representative(s(if entered into) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the and/or any other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement intercreditor arrangements entered into by the Administrative Agent shall in connection herewith, will be binding on the Secured Parties, and each upon them. Each Lender and the other Secured Parties (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Superpriority Intercreditor Agreement, any Pari Passu Intercreditor Agreement (if entered into) and/or any other intercreditor arrangements entered into in connection herewith and (b) hereby expressly and irrevocably authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Superpriority Intercreditor Agreement on the date hereof and, if applicable, any Pari Passu Intercreditor Agreement. The foregoing provisions are intended as an inducement Agreement and/or any other intercreditor arrangements entered into in connection herewith (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any provider Loan Party of any secured Specified Indebtedness not prohibited by Section 6.01 (or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request any Permitted Refinancing of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement foregoing) in order to permit the incurrence of any Specified such Indebtedness permitted to be secured by a valid and enforceable lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral hereundersecuring the Obligations to the provisions thereof.

Intercreditor Agreements. The Lenders and Agents are hereby authorized to enter into the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender Permitted Senior Debt Intercreditor Agreement or any other Secured Partydocument evidencing an intercreditor arrangement to the extent contemplated by the terms hereof, enter into (or and the parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) that the Term Loan Intercreditor Agreement, (ii) any First Lien Permitted Senior Debt Intercreditor Agreement with the Senior Representative(sor such other document evidencing an intercreditor arrangement is binding upon them. Each Lender (a) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if of the Permitted Senior Debt Intercreditor Agreement or any other document evidencing an intercreditor arrangement entered into pursuant to the immediately preceding sentence and if applicable(b) hereby authorizes and instructs the Agents to enter into the Permitted Senior Debt Intercreditor Agreement and any other document evidencing an intercreditor arrangement entered into pursuant to the immediately preceding sentence and, in each case, to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, each Lender hereby authorizes the Agents to enter into any amendment to the Permitted Senior Debt Intercreditor Agreement and any other document evidencing an intercreditor arrangement, in each case, to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required by this Agreement or the other Loan Documents. Promptly after execution thereof, the Agents shall provide each Lender with a copy of the Permitted Senior Debt Intercreditor Agreement. The foregoing provisions are intended as , other document evidencing an inducement intercreditor arrangement, and any amendment to any provider or other modification of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderforegoing.

Intercreditor Agreements. By acceptance of the benefits of this Deed of Trust, each of the Secured Parties shall be deemed to have agreed to be bound by the terms hereof. The provisions of this Section 5.4 are, and are intended, solely to establish certain rights as between the Secured Parties and shall not create, and shall not be construed as creating, any rights enforceable by Holdings or any Subsidiary or any Affiliate thereof, including the Grantor, regardless of whether Holdings or any Subsidiary or any Affiliate thereof is a Secured Party, or rights enforceable by the Indenture Trustee against Holdings or any Subsidiary or any Affiliate thereof, including the Grantor, unless and to the extent required by the express terms of the Indenture. By acceptance of the benefits of this Deed of Trust, each of the Secured Parties (other than the Beneficiary) shall be deemed irrevocably (i) to consent to the appointment of the Beneficiary as its agent hereunder, (ii) to confirm that the Beneficiary shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Deed of Trust against the Grantor or the exercise of remedies hereunder, whether such action be taken by the Beneficiary itself or by or through the Trustee or one or more agents, nominees, assignees or otherwise and (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Deed of Trust against the Grantor or to exercise any remedy hereunder. The Beneficiary shall not be liable for any action taken or not taken by it or the Trustee (i) with the consent or at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 7.02, 7.03, 7.04 and 9.02 of the Credit Agreement) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final nonappealable judgment. The Indenture Trustee shall not be entitled to, and shall not, (i) direct the actions of the Beneficiary or the Trustee hereunder, (ii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Beneficiary or the Trustee to enforce any provisions of this Deed of Trust against the Grantor or to exercise any remedy hereunder, (iii) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Beneficiary or the Trustee from taking any action (including, without limitation, the enforcement of any provisions of this Deed of Trust against the Grantor, the exercise of any remedy hereunder, the release of any Property hereunder or the consent to any amendment or modification of this Deed of Trust or the grant of any waiver hereunder), or refraining from taking any such action, in accordance with this Deed of Trust or (iv) take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Beneficiary or the Trustee in taking any such action in accordance with this Deed of Trust. By acceptance of the benefits under this Deed of Trust, the Indenture Trustee will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Beneficiary and the other Lenders to permit the Indenture Trustee to be a Secured Party under this Deed of Trust and are being relied upon by the Lenders as consideration therefor. THE BENEFICIARY HAS CONSENTED TO SERVE AS BENEFICIARY HEREUNDER ON THE EXPRESS UNDERSTANDING THAT THE INDENTURE TRUSTEE, BY ACCEPTING THE BENEFITS OF THIS DEED OF TRUST, SHALL BE DEEMED TO HAVE AGREED THAT THE BENEFICIARY SHALL HAVE NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY (FIDUCIARY OR OTHERWISE) TO THE INDENTURE TRUSTEE, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS DEED OF TRUST IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE PROVISIONS OF SECTION 5.5 AND THE OTHER PROVISIONS OF THIS DEED OF TRUST LIMITING THE RESPONSIBILITY OR LIABILITY OF THE BENEFICIARY HEREUNDER. WITHOUT LIMITING THE FOREGOING, THE INDENTURE TRUSTEE, BY ACCEPTING THE BENEFITS OF THIS DEED OF TRUST, SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT THE INDENTURE TRUSTEE MIGHT HAVE AS A SECURED PARTY UNDER APPLICABLE LAW OR OTHERWISE, TO COMPEL THE SALE OR OTHER DISPOSITION OF ANY PROPERTY, AND ANY OBLIGATION THE BENEFICIARY MIGHT HAVE, UNDER APPLICABLE LAW OR OTHERWISE, TO OBTAIN ANY MINIMUM PRICE FOR ANY PROPERTY UPON THE SALE THEREOF, IT BEING EXPRESSLY UNDERSTOOD, AND THE AVAILABILITY OF THE BENEFITS OF THIS DEED OF TRUST TO THE INDENTURE TRUSTEE BEING CONDITIONED UPON THE UNDERSTANDING, THAT THE SOLE RIGHT OF THE INDENTURE TRUSTEE SHALL BE TO RECEIVE ITS RATABLE SHARE OF ANY PROCEEDS OF THE PROPERTY. By acceptance of the benefits of this Deed of Trust, each of the Secured Parties shall, ratably in accordance with the amount of the Secured Obligations owed to it, indemnify the Beneficiary (to the extent it shall not have been reimbursed by the Grantor) against any expense or liability that the Beneficiary would be entitled to recover from the Grantor pursuant to Sections 1.4 and 6.4 and Section 9.03 of the Credit Agreement. Any amount so owed by a Secured Party can be withheld by the Beneficiary from any amount owed to such Secured Party. The Beneficiary shall be entitled to rely on information provided by the Secured Parties, or representatives of the Secured Parties, as to the amount of the Secured Obligations. The Beneficiary and each of the Secured Parties hereby irrevocably authorize agrees that the Liens granted to the Beneficiary hereunder shall be treated, as among the Secured Parties, as being for the equal and instruct proportionate benefit of all the Administrative Agent toSecured Parties, without any further consent preference, priority, prejudice or distinction as to the Lien of any Lender or Secured Party over any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured shall at all times be shared by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunderprovided herein.

Intercreditor Agreements. (a) The Lenders Administrative Agent is hereby authorized and directed to, to the extent required or permitted by the terms of the Loan Documents, (x) enter into (i) any Security Document, (ii) the ABL Intercreditor Agreement or (iii) any other Acceptable Intercreditor Agreement or (y) make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any Acceptable Intercreditor Agreement, any Security Document, and any consent, filing or other action will be binding upon them. Each of the Lenders (including in its capacities as a Lender and Issuing Bank (if applicable)) and each of the Secured Parties hereby irrevocably authorize and instruct (a) acknowledges that it has received a copy of the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Acceptable Intercreditor Agreement, (iib) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior consents to the subordination of Liens securing provided for in the Secured Obligations under this ABL Intercreditor Agreement. The Lenders and the other Secured Parties irrevocably agree that , (xc) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, of any Acceptable Intercreditor Agreement (if entered into) and (d) authorizes and instructs the Administrative Agent to enter into each of the Intercreditor Agreements and if applicableany other Acceptable Intercreditor Agreement or Security Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Intercreditor AgreementLoan Party of any Indebtedness of such Loan Party that is permitted to be incurred and secured pursuant to Sections 6.2 and 6.3, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The provisions of the foregoing provisions sentence are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof the lenders under the Term Loan Credit Agreement to extend credit to the Loan Parties thereunder, and such persons lenders are intended third-third party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Each party hereto agrees that the Second Priority Secured Parties (as among themselves) may enter into intercreditor agreements (or similar arrangements (hereinafter, each a “Second Priority Intercreditor Agreement”), with the applicable Second Priority Agent governing solely the rights, benefits and privileges as among the Second Priority Secured Parties in respect of the Collateral, this Agreement and the other Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral as amongst such Second Priority Agents and Second Priority Secured Parties hereby irrevocably authorize and instruct Parties, in each case so long as the Administrative Agent toterms thereof do not violate or conflict with the provisions of this Agreement or the other Second Priority Collateral Documents. In any event, without any further consent of any Lender if a respective Second Priority Intercreditor Agreement exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other Second Priority Collateral Document, and the provisions of this Agreement and the other Second Priority Collateral 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 thereof, including to give effect to such Second Priority Intercreditor Agreement (or similar arrangement)). Notwithstanding the foregoing, (a) the Revolving Credit Agent and the Revolving Secured Parties shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing delivered by any Second Priority Designated Agent, Second Priority Agent or Second Priority Secured Party, enter into (or acknowledge and consent to) or amendas applicable, renew, extend, supplement, restate, replace, waive or otherwise modify (i) in accordance with the Term Loan Intercreditor terms of this Agreement, (iib) any First Lien Intercreditor such applicable Second Priority Designated Agent’s, Second Priority Agents’ and Second Priority Secured Parties’ obligations under this Agreement with shall remain unchanged, (c) each such applicable Second Priority Designated Agent, Second Priority Agent and Second Priority Secured Party shall remain solely responsible to the Senior Representative(s) other parties hereto for the performance of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations such respective Person’s obligations under this Agreement and (iiid) any the Revolving Credit Agent and the Revolving Secured Parties shall continue to deal solely and directly with such applicable Second Lien Intercreditor Agreement Priority Designated Agent, Second Priority Agent and Second Priority Secured Party in connection with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder such Person’s rights and intended to be junior to the Liens securing the Secured Obligations obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

Intercreditor Agreements. The Lenders Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or parties hereto acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and is binding upon them. Each Secured Party (ya) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the BorrowerIntercreditor Agreements, (b) hereby authorizes and instructs the Administrative Agent shall and Collateral Agent to enter intointo the Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or amend, any amendment (or amendment and restatement) to the Collateral Documents or any Intercreditor Agreement to permit contemplated hereunder. In addition, each Secured Party hereby authorizes the incurrence of any Specified Indebtedness permitted to be secured by Administrative Agent and the Collateral hereunder.Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement. Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. 197

Intercreditor Agreements. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, is hereby authorized to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Closing Date Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any other Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured PartiesAgreements, and each Lender and the each Letter of Credit Issuer (and each other Secured Parties Party by accepting the benefits of the Collateral) acknowledge that the Closing Date Intercreditor Agreement and any other such Intercreditor Agreement will be binding upon each of them. Each Lender and each Letter of Credit Issuer (and each other Secured Party by accepting the benefits of the Collateral) (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof the Closing Date Intercreditor Agreement or any other Intercreditor Agreement (and any amendments, if entered amendments and restatements, restatements or waivers thereof or supplements thereto or other modifications thereto), (b) hereby authorizes and instructs the Administrative Agent to enter into the Closing Date Intercreditor Agreement and if applicableany other such Intercreditor Agreements (and any amendments, amendments and restatements, restatements or waivers thereof or supplements thereto or other modifications thereto) and to subject the Liens on the Collateral securing the Obligations to the provisions thereof, and to negotiate, execute and deliver on behalf of the Secured Parties any additional Collateral Documents or any amendment (or amendment and restatement) to the Collateral Documents to effect the provisions contemplated by Sections 2.14 and 2.17, the Closing Date Intercreditor Agreement or any such other Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider Each Lender and each Letter of any secured Specified Indebtedness not prohibited Credit Issuer (and each other Secured Party by Section 6.01 or Section 6.02 hereof to extend credit to accepting the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request benefits of the BorrowerCollateral) waives any conflict of interest, the Administrative now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent shall enter intoor any of its affiliates any claims, causes of action, damages or amend, any Intercreditor Agreement to permit the incurrence liabilities of any Specified Indebtedness permitted to be secured by the Collateral hereunderwhatever kind or nature relating thereto.

Intercreditor Agreements. The Administrative Agent or Collateral Agent, as applicable, is hereby irrevocably authorized by each of the Lenders, without requiring further action by the Lenders (and shall, upon the written request of Administrative Borrower), to (and to execute any documents or instruments necessary to) enter into any Intercreditor Agreements and any other intercreditor arrangements contemplated by the terms hereof, and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any parties hereto acknowledge that such intercreditor agreements are binding upon them. Each Lender or any other Secured Party, enter into (or acknowledge and consent toa) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will be bound by and will take no actions contrary to the provisions ofof any Intercreditor Agreements, if entered (b) hereby authorizes and instructs Administrative Agent and Collateral Agent to enter into any Intercreditor Agreements and if applicableto subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs Administrative Agent and Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Collateral Documents. In addition, each Lender hereby authorizes Administrative Agent and Collateral Agent, without requiring further action by the Lenders, to enter into (i) any amendments to Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by Section 6.02 of this Agreement. Each Lender acknowledges and agrees that any of Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “senior representative” or like term for the holders of Indebtedness pursuant to Refinancing Loans under the security agreements with respect thereto or any Intercreditor Agreement. The foregoing provisions are intended as an inducement Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any provider Agent or any of its affiliates any secured Specified Indebtedness not prohibited by Section 6.01 claims, causes of action, damages or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries liabilities of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, whatever kind or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereundernature relating thereto.