Common use of Intercreditor Agreements Clause in Contracts

Intercreditor Agreements. Each party hereto agrees that the First- Lien Secured Parties (as among themselves) and the Junior-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Intercreditor Agreement), the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Lien Collateral Document or Junior-Lien Collateral Document, and the provisions of this Agreement and the other First-Lien Collateral Documents and Junior-Lien 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 any intercreditor agreement (or similar arrangement))

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Company or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Company as Second-Priority Obligations, then the First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Company enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- First-Priority Lien Obligations Secured Parties (as among themselves) and the JuniorSecond-Priority Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Applicable First Lien ObligationsAgent or the Applicable Second Lien Agent, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsrespectively, governing the rights, benefits and privileges as among the First-Priority Lien Obligations Secured Parties or the JuniorSecond-Priority Lien Obligations Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and Agreement, the other RBL Facility Security Documents, any Other First-Priority Lien Collateral Obligations Security Documents, the Term Facility Security Documents or Juniorany Other Second-Priority Lien Collateral Obligations Security Documents, as the case may be, including as to the application of proceeds Proceeds of the Shared Common Collateral, the priority in respect of the Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other Agreement, any First-Priority Lien Collateral Obligations Documents or Juniorany Second-Priority Lien Collateral Obligations Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Intercreditor Agreement)exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement Agreement, any First-Priority Lien Obligations Document or any other FirstSecond-Priority Lien Collateral Document or Junior-Lien Collateral Obligations Document, and the provisions of this Agreement and the other First-Priority Lien Collateral Obligations Documents and JuniorSecond-Priority Lien Collateral Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified supplemented or otherwise supplemented modified from time to time in accordance with the terms thereof, including to give effect to any such intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each (a) Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- First Lien Obligations Secured Parties (as among themselves) and the Junior-Second Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-relevant First Lien ObligationsObligations Representative or Second Lien Obligations Representative, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsrespectively, governing the rights, benefits and privileges as among the First-First Lien Obligations Secured Parties themselves or among the Junior-Second Lien Obligations Secured PartiesParties themselves, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-First Lien Obligations Collateral Documents or Junior-the other Second Lien Obligations Collateral Documents, as the case may be, including as to the application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Agreement, any First Lien Obligations Collateral Documents or Junior-any Second Lien Obligations Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Intercreditor Agreement)exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or Agreement, any other First-First Lien Obligations Collateral Document or Junior-Second Lien Obligations Collateral Document, and the provisions of this Agreement and Agreement, the other First-First Lien Obligations Collateral Documents and Junior-the Second Lien Obligations 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Company or any subsidiary thereof incurs any obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First Lien Obligations or Second Lien Obligations, as the case may be, and such obligations are not designated by the Company as a Second Lien Facility or Other Second Lien Obligations, then the Applicable First Lien Agent and Applicable Second Lien Agent may enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured obligation to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case so long as such secured obligations are not prohibited under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First Lien Obligations Documents or Second Lien Obligations Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First Lien Obligations Documents, and the provisions of this Agreement, the First Lien Obligations Documents and the Second Lien Obligations 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that (i) the First- Lien Secured Parties (as among themselves) and the Junior-Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, arrangements governing the rights, benefits and privileges as among the First-Junior Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Lien Collateral Documents or Junior-Lien Collateral Junior Priority Documents, as the case may be, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral and (ii) the First Lien Secured Parties (as among themselves) may enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangements governing the rights, benefits and privileges as among the First Lien Secured Parties in respect of the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or and the other First-First Lien Collateral Documents or Junior-Lien Collateral Documents, including as to application of proceeds of the case may beCollateral, voting rights, control of the Collateral and waivers with respect to the Collateral. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-First Lien Collateral Security Document or Junior-Junior Lien Collateral Security Document, and the provisions of this Agreement and the other First-First Lien Collateral Security Documents and Junior-Junior Lien Collateral Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Priority Obligations as and when the same shall become due and payable in accordance with their terms.

Intercreditor Agreements. Each party hereto agrees that the First- Lien Secured Parties Senior Lenders (as among themselves) and the Junior-Lien Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) , including, in the case of First-Lien Obligationsthe Senior Lenders, the applicable First-First Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (yParity Intercreditor Agreement) in the case of Junior-Lien Obligations, with the applicable Junior-First Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, Agent or Second Priority Agent governing the rights, benefits and privileges as among the First-Lien Secured Parties Senior Lenders or the Junior-Lien Second Priority Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Senior Collateral Documents or Junior-Lien Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared 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 First-Lien Senior Collateral Documents or Junior-Lien 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 First Lien 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, 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 (except for the First-Lien 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 First-Lien Senior Collateral Document or Junior-Lien Second Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Senior Collateral Documents and Junior-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each (a) Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- First Lien Secured Parties (as among themselves) and the Junior-Second Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-First Lien ObligationsAgent or Second Lien Agent, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsrespectively, governing the rights, benefits and privileges as among the First-First Lien Secured Parties themselves or among the Junior-Second Lien Secured PartiesParties themselves, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-First Lien Collateral Documents or Junior-the other Second Lien Collateral Documents, as the case may be, including as to the application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement Agreement. (b) In addition, in the event that the Company or the other First-any subsidiary thereof incurs any obligations secured by a Lien on any Common Collateral Documents that is junior to Liens thereon securing any First Lien Obligations or Junior-Second Lien Collateral DocumentsObligations, as the case may be. In any event, if and such obligations are not designated by the Company as a respective Second Lien Facility, then the First Lien Agent and Second Lien Agent may enter into an intercreditor agreement (with the agent or similar arrangement) exists (except trustee for the First-creditors with respect to such secured obligation to reflect the relative Lien Intercreditor Agreement)priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the provisions thereof shall proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case so long as such secured obligations are not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Lien Collateral Document or Junior-Lien Collateral Documentprohibited under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement and the other First-Lien Collateral Documents and Junior-Lien 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 any intercreditor agreement (or similar arrangement))Agreement.

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) , including, in the case of the First-Priority Secured Parties, the First Lien Obligations, Intercreditor Agreement) with the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that Holdings, the Company or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Company as Second-Priority Obligations, then the First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Company enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) , including, in the case of the First-Lien ObligationsPriority Secured Parties, the Pari Passu Intercreditor Agreement) with the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Company or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Company as Second-Priority Obligations, then the First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Company enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- First-Priority Lien Obligations Secured Parties (as among themselves) and the JuniorSecond-Priority Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Applicable First Lien ObligationsAgent or the Applicable Second Lien Agent, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsrespectively, governing the rights, benefits and privileges as among the First-Priority Lien Obligations Secured Parties or the JuniorSecond-Priority Lien Obligations Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and Agreement, the other RBL Facility Security Documents, any Other First-Priority Lien Collateral Obligations Security Documents, the Term Facility Security Documents, the Senior Secured Notes Security Documents or Juniorany Other Second-Priority Lien Collateral Obligations Security Documents, as the case may be, including as to the application of proceeds Proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other Agreement, any First-Priority Lien Collateral Obligations Documents or Juniorany Second-Priority Lien Collateral Obligations Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Intercreditor Agreement)exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement Agreement, any First-Priority Lien Obligations Document or any other FirstSecond-Priority Lien Collateral Document or Junior-Lien Collateral Obligations Document, and the provisions of this Agreement and the other First-Priority Lien Collateral Obligations Documents and JuniorSecond-Priority Lien Collateral Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified supplemented or otherwise supplemented modified from time to time in accordance with the terms thereof, including to give effect to any such intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- Lien Secured Parties (as among themselves) and the Junior-First Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-First Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-First Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the First Lien Documents. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the Second Lien Secured Parties (as among themselves) may enter into intercreditor agreements (or similar arrangements) governing the rights, benefits and privileges as among the Second Lien Secured Parties in respect of the Common Collateral, this Agreement and the other First-Second Lien Collateral Documents or Junior-Lien Collateral Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the case may beterms thereof do not violate or conflict with the provisions of this Agreement or the Second Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-First Lien Collateral Security Document or Junior-Second Lien Collateral Security Document, and the provisions of this Agreement and the other First-First Lien Collateral Security Documents and Junior-Second Lien Collateral Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Second Lien Secured Parties on the other hand.

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- Lien Secured Parties (as among themselves) and the Junior-Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Junior Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-Junior Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Collateral Documents or Junior-Lien Collateral Indenture Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-First Lien Collateral Security Document or Junior-Junior Lien Collateral Security Document, and the provisions of this Agreement and the other First-First Lien Collateral Security Documents and Junior-Junior Lien Collateral Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Lien Obligations as and when the same shall become due and payable in accordance with their terms. Without limiting anything contained herein and for the avoidance of doubt, with respect to any intercreditor agreements (or similar arrangements) entered into by Junior Lien Secured Parties (as among themselves) governing the rights, benefits and privileges among Junior Lien Secured Parties in respect of Common Collateral as referred to above, the Trustee, acting on behalf of the Indenture Secured Parties, may, at the written request of the Company, enter into and execute on behalf of itself and the Indenture Secured Parties, any intercreditor agreement with any other Junior Lien Representative on behalf of other Junior Lien Secured Parties with respect to Common Collateral to the extent permitted under the First Lien Documents and the Indenture Documents, which intercreditor agreement is substantially identical to this Agreement except that the liens on the Common Collateral granted to such other Junior Lien Secured Parties shall be junior and subordinated to the Junior Liens on Common Collateral granted to the Indenture Secured Parties pursuant to the Indenture Security Documents substantially to the same extent as the Junior Liens on Common Collateral are junior and subordinate to the First Priority Liens granted to the First Lien Secured Parties under this Agreement and the First Lien Security Documents. The Trustee shall be entitled to rely on an Officers’ Certificate and/or an opinion of counsel, as requested by the Trustee and at the Company’s expense, that such intercreditor agreement satisfies the criterion set forth in the preceding sentence.

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- First-Priority Lien Obligations Secured Parties (as among themselves) and the JuniorSecond-Priority Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Applicable First Lien ObligationsAgent or the Applicable Second Lien Agent, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsrespectively, governing the rights, benefits and privileges as among the First-Priority Lien Obligations Secured Parties or the JuniorSecond-Priority Lien Obligations Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and Agreement, the other RBL Facility Security Documents, any Other First-Priority Lien Collateral Obligations Security Documents, the Notes Facility Security Documents or Juniorany Other Second-Priority Lien Collateral Obligations Security Documents, as the case may be, including as to the application of proceeds Proceeds of the Shared Common Collateral, the priority in respect of the Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other Agreement, any First-Priority Lien Collateral Obligations Documents or Juniorany Second-Priority Lien Collateral Obligations Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Intercreditor Agreement)exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement Agreement, any First-Priority Lien Obligations Document or any other FirstSecond-Priority Lien Collateral Document or Junior-Lien Collateral Obligations Document, and the provisions of this Agreement and the other First-Priority Lien Collateral Obligations Documents and JuniorSecond-Priority Lien Collateral Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified supplemented or otherwise supplemented modified from time to time in accordance with the terms thereof, including to give effect to any such intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- Lien Secured Parties (as among themselves) and the Junior-Lien ABL Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Lien ABL Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Collateral Documents or Junior-Lien Collateral ABL Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the ABL Documents. The Term Loan Secured Parties (as among themselves) may enter into intercreditor agreements (or similar arrangements) governing the rights, benefits and privileges as among the Term Loan Secured Parties in respect of the Common Collateral, this Agreement and the other First-Lien Collateral Documents or Junior-Lien Collateral Term Loan Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the case may beterms thereof do not violate or conflict with the provisions of this Agreement or the Term Loan Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Collateral ABL Security Document or Junior-Lien Collateral Term Loan Security Document, and the provisions of this Agreement and the other First-Lien Collateral ABL Security Documents and Junior-Lien Collateral Term Loan Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the ABL Secured Parties on the one hand and the Term Loan Secured Parties on the other hand.

Intercreditor Agreements. Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each party hereto agrees that the First- Lien Senior Secured Parties (as among themselves) and the Junior-Lien Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the Senior Collateral Agent or applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, Second Priority Agent governing the rights, benefits and privileges as among the First-Lien Senior Secured Parties or the Junior-Lien Second Priority Secured Parties, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Lien Senior Collateral Documents or Junior-Lien Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Senior Collateral Documents or Junior-Lien Second Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Senior Collateral Document or Junior-Lien Second Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Senior Collateral Documents and Junior-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each party hereto agrees that the First- First-Lien Secured Parties (as among themselves) and the Junior-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Intercreditor Agreement), the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Lien Collateral Document or Junior-Lien Collateral Document, and the provisions of this Agreement and the other First-Lien Collateral Documents and Junior-Lien 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 any intercreditor agreement (or similar arrangement))

Intercreditor Agreements. Each (a) Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- First Lien Obligations Secured Parties (as among themselves) and the Junior-Junior Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-relevant First Lien ObligationsObligations Representative or Junior Lien Obligations Representative, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsrespectively, governing the rights, benefits and privileges as among the First-First Lien Obligations Secured Parties themselves or among the Junior-Junior Lien Obligations Secured PartiesParties themselves, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-First Lien Obligations Collateral Documents or Junior-the other Junior Lien Obligations Collateral Documents, as the case may be, including as to the application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Agreement, any First Lien Obligations Collateral Documents or Junior-any Junior Lien Obligations Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Intercreditor Agreement)exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or Agreement, any other First-First Lien Obligations Collateral Document or Junior-Junior Lien Obligations Collateral Document, and the provisions of this Agreement and Agreement, the other First-First Lien Obligations Collateral Documents and Junior-the Junior Lien Obligations 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Company or any subsidiary thereof incurs any obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First Lien Obligations or Junior Lien Obligations, as the case may be, and such obligations are not designated by the Company as Junior Lien Notes Obligations or Other Junior Lien Obligations, then the Applicable First Lien Agent and Applicable Junior Lien Agent may enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured obligation to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case so long as such secured obligations are not prohibited under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First Lien Obligations Documents or Junior Lien Obligations Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First Lien Obligations Documents, and the provisions of this Agreement, the First Lien Obligations Documents and the Junior Lien Obligations 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement).

Intercreditor Agreements. Each party hereto agrees that the First- Lien Secured Parties Senior Lenders (as among themselves) and the Junior-Lien Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-First Lien Collateral Agents and applicable First-Lien Authorized Representatives, Agent or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, Second Priority Agent governing the rights, benefits and privileges as among the First-Lien Secured Parties Senior Lenders or the Junior-Lien Second Priority Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Senior Collateral Documents or Junior-Lien Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as (A) in the case of any such intercreditor agreement (or similar arrangement) affecting any Senior 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 thereof do not violate of the applicable Senior Collateral Documents, to enter into any such intercreditor agreement (or conflict with similar arrangement) and (B) in the provisions case of this any such intercreditor agreement (or similar arrangement) affecting the Senior Lenders holding Senior Lender Claims under the Credit Agreement, such intercreditor agreement (or similar arrangement) is permitted under the Credit Agreement or the other First-Required Lenders otherwise authorize the applicable First Lien Collateral Documents Agent to enter into any such intercreditor agreement (or Junior-Lien Collateral Documents, as the case may besimilar arrangement). In any event, if If a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Collateral Document or Junior-Lien Collateral DocumentAgreement, and the provisions of this Agreement and the other First-Lien Collateral Documents and Junior-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) , including, in the case of the First-Lien ObligationsPriority Secured Parties, the Pari Passu Intercreditor Agreement) with the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Company or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Company as Second-Priority Obligations, then the First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Company enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). [Remainder of page intentionally left blank]

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- First Lien Secured Parties (as among themselves) and ), the Junior-Second Lien Secured Parties (as among themselves), and/or the Third Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) (including any First Lien Intercreditor Agreement) with (x) in the case of First-a First Lien ObligationsAgent, the applicable First-Second Lien Collateral Agents and applicable First-Agent, and/or Permitted Third Lien Authorized RepresentativesRepresentative, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsrespectively, governing the rights, benefits and privileges as among the First-First Lien Secured Parties or themselves, among the Junior-Second Lien Secured Parties themselves, and/or among the Permitted Third Lien Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Collateral, this Agreement and the other First-First Lien Collateral Documents or Junior-Documents, the other Second Lien Collateral Documents, and/or the Permitted Third Lien Documents, as the case may be, including as to the application of proceeds of the Shared any Collateral, voting rights, control of the Shared any Collateral and waivers with respect to the Shared any Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Agreement, any First Lien Collateral Documents or Junior-Documents, any Second Lien Collateral Documents, or any Permitted Third Lien Documents, as the case may bebe (it being understood and agreed that any First Lien Intercreditor Agreement does not violate or conflict with any such Documents). In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-including any First Lien Intercreditor Agreement)) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement Agreement, any First Lien Collateral Document, any Second Lien Collateral Document, or any other First-Permitted Third Lien Collateral Document or Junior-Lien Collateral Document, and the provisions of this Agreement Agreement, the First Lien Collateral Documents, the Second Lien Collateral Documents, and the other First-Lien Collateral Documents and Junior-Permitted Third Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that (i) the First- Lien Secured Parties (as among themselves) and the Junior-Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, arrangements governing the rights, benefits and privileges as among the First-Junior Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Junior Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral and (ii) the First Lien Secured Parties (as among themselves) may enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangements governing the rights, benefits and privileges as among the First Lien Secured Parties in respect of the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or and the other First-First Lien Collateral Documents or Junior-Lien Collateral Documents, including as to application of proceeds of the case may beCollateral, voting rights, control of the Collateral and waivers with respect to the Collateral. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-First Lien Collateral Security Document or Junior-Junior Lien Collateral Security Document, and the provisions of this Agreement and the other First-First Lien Collateral Security Documents and Junior-Junior Lien Collateral Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Lien Obligations as and when the same shall become due and payable in accordance with their terms.

Intercreditor Agreements. Each party hereto agrees that The Prepetition 1L Collateral Agent, the First- Lien Secured Parties Prepetition 1.5L Collateral Agent and the Prepetition 2L Collateral Agent are parties to the Intercreditor Agreement, dated as of May 15, 2023 (as among themselves) amended, restated, supplemented or otherwise modified from time to time, the “Senior Intercreditor Agreement”). The Prepetition 1.5L Collateral Agent and the Junior-Lien Secured Parties Prepetition 2L Collateral Agent are parties to the Intercreditor Agreement, dated as of May 15, 2023 (as among themselvesamended, restated, supplemented or otherwise modified from time to time, the “Junior Intercreditor Agreement” and, together with the Senior Intercreditor Agreement, the “Intercreditor Agreements”). The Prepetition Loan Parties and each other obligor under the Prepetition Secured Indebtedness acknowledged and agreed to the Senior Intercreditor Agreement and the Junior Intercreditor Agreement. Pursuant to Bankruptcy Code section 510, the Intercreditor Agreements and any other applicable intercreditor or subordination provisions contained in any of the Prepetition 1L Credit Documents, any of the Prepetition 1.5L Notes Documents, or any of the Prepetition 2L Notes Documents shall (a) may remain in full force and effect, (b) continue to govern the relative obligations, priorities, rights and remedies of (i) the First Lien Creditors and the Junior Lien Creditors (each enter into intercreditor agreements (or similar arrangements) with (xas defined in the Senior Intercreditor Agreement) in the case of First-the Senior Intercreditor Agreement; provided that nothing in this Interim DIP Order shall be deemed to provide liens to any of the First Lien ObligationsCreditors or the Junior Lien Creditors (each as so defined) on any assets of the Debtors except as set forth herein, and (ii) the applicable First-1.5 Lien Collateral Agents Creditors and applicable First-Second Lien Authorized Representatives, or Creditors (yeach as defined in the Junior Intercreditor Agreement) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Junior Intercreditor Agreement), the provisions thereof shall and (c) not be (or be construed deemed to be) an amendment, modification or other change to this Agreement or any other First-Lien Collateral Document or Junior-Lien Collateral Document, and the provisions of this Agreement and the other First-Lien Collateral Documents and Junior-Lien Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, altered or modified or otherwise supplemented from time to time in accordance with by the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement))of this Interim DIP Order.

Intercreditor Agreements. Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, priority in respect of any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into (or otherwise become bound by) intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (exists, except for the First-Lien Intercreditor Agreement)as expressly set forth herein, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that (i) the First- Lien Secured Parties (as among themselves) and the Junior-Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Junior Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Junior Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared Collateral and (ii) the First Lien Secured Parties (as among themselves) may enter into intercreditor agreements (or similar arrangements) governing the rights, benefits and privileges as among the First Lien Secured Parties in respect of the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or and the other First-First Lien Collateral Documents or Junior-Lien Collateral Documents, including as to application of proceeds of the case may beCollateral, voting rights, control of the Collateral and waivers with respect to the Collateral. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-First Lien Collateral Security Document or Junior-Junior Lien Collateral Security Document, and the provisions of this Agreement and the other First-First Lien Collateral Security Documents and Junior-Junior Lien Collateral Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Lien Obligations as and when the same shall become due and payable in accordance with their terms. Without limiting anything contained herein and for the avoidance of doubt, with respect to any intercreditor agreements (or similar arrangements) entered into by Junior Lien Secured Parties (as among themselves) governing the rights, benefits and privileges among Junior Lien Secured Parties in respect of Collateral as referred to above, the Junior Lien Trustee, acting on behalf of the Junior Lien Indenture Secured Parties, may, at the written request of the Company, enter into and execute on behalf of itself and the Junior Lien Indenture Secured Parties, any intercreditor agreement with any other Junior Lien Representative on behalf of other Junior Lien Secured Parties with respect to Collateral to the extent permitted under the First Lien Documents and the Junior Lien Documents, which intercreditor agreement is substantially identical to this Agreement except that the liens on the Collateral granted to such other Junior Lien Secured Parties shall be junior and subordinated to the First Priority Liens on Collateral granted to the First Lien Secured Parties pursuant to the First Lien Security Documents to the same extent as the Junior Liens on Collateral are junior and subordinate to the First Priority Liens granted to the First Lien Secured Parties under this Agreement and the First Lien Security Documents. Each First Lien Collateral Agent shall be entitled to rely on an Officers’ Certificate and/or an opinion of counsel, as requested by any first Lien Collateral Agent and at the Company’s expense, that such intercreditor agreement satisfies the criterion set forth in the preceding sentence.

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Company or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Company as Second-Priority Obligations, then the First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Company enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- Lien Secured Parties (as among themselves) and the Junior-Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Junior Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-Junior Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Collateral Documents or Junior-Lien Collateral Indenture Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-First Lien Collateral Security Document or Junior-Junior Lien Collateral Security Document, and the provisions of this Agreement and the other First-First Lien Collateral Security Documents and Junior-Junior Lien Collateral Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Lien Obligations as and when the same shall become due and payable in accordance with their terms.

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) ), including the First Lien Intercreditor Agreement, with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that Parent, CSL Capital, any other Grantor or any of their respective subsidiaries thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by Parent as Second-Priority Obligations, then the Designated First-Priority Representative and/or Designated Second-Priority Representative shall upon the request of Parent enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, priority in respect of any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Borrower or any other Grantor incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Borrower as Second-Priority Obligations hereunder, then the First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Borrower enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations, to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, priority in respect of any Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Companies or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Companies as Second-Priority Obligations, then the First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Companies enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each party hereto agrees that the First- Lien Secured Parties Senior Lenders (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, Intercreditor Agent governing the rights, benefits and privileges as among the First-Lien Secured Parties Senior Lenders or the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Senior Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared 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 First-Lien Senior Collateral Documents or JuniorSecond-Lien 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 any Senior Debt Instrument, the Required Lenders authorize the applicable Senior-Priority Agent to enter into any such intercreditor agreement (or similar arrangement) or such entry is otherwise permitted (or required) pursuant to the terms of the applicable Senior Lender Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Senior Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Senior Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- Lien Secured Parties (as among themselves) and the Junior-First Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-First Lien Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-First Lien Collateral Documents or Junior-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the First Lien Documents. Upon obtaining the consent of the Required Lenders, which consent shall not be unreasonably withheld, the Second Lien Secured Parties (as among themselves) may enter into intercreditor agreements (or similar arrangements) governing the rights, benefits and privileges as among the Second Lien Secured Parties in respect of the Common Collateral, this Agreement and the other First-Second Lien Collateral Documents or Junior-Lien Collateral Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the case may beterms thereof do not violate or conflict with the provisions of this Agreement or the Second Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-First Lien Collateral Security Document or Junior-Second Lien Collateral Security Document, and the provisions of this Agreement and the other First-First Lien Collateral Security Documents and Junior-Second Lien Collateral Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Second Lien Secured Parties on the other hand.

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Borrower or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Borrower as Second-Priority Obligations, then the First-Priority Agent and/or Second-Priority Agent shall upon the request of the Borrower enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each party hereto agrees that the First- First Lien Secured Parties Lenders (as among themselves) and the Junior-Lien Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-First Lien Collateral Agents and applicable First-Agent or Second Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, Agent governing the rights, benefits and privileges as among the First-First Lien Secured Parties Lenders or the Junior-Lien Second Priority Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-First Lien Collateral Documents or Junior-Lien Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared 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 First-First Lien Collateral Documents or Junior-Lien Second Priority Collateral Documents, as the case may be, (B) in the case of any such intercreditor agreement (or similar arrangement) affecting any First Lien Lenders, the First Lien Agent acting on behalf of such First Lien Lenders agrees in its sole discretion, or is otherwise obligated pursuant to the terms of the applicable First Lien Collateral Documents, 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 First Lien Lenders holding First Lien Lender Claims under the First Lien Credit Agreement, the Required Lenders otherwise authorize the applicable First Lien Agent to enter into any such intercreditor agreement (or similar arrangement). In any event, if If a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Collateral Document or Junior-Lien Collateral DocumentAgreement, and the provisions of this Agreement and the other First-Lien Collateral Documents and Junior-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- First Lien Secured Parties Creditors (as among themselves) and the Junior-Second Lien Secured Parties Obligations Creditors (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-relevant First Lien ObligationsAgent or Second Lien Agent, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsrespectively, governing the rights, benefits and privileges as among the First-First Lien Secured Parties Creditors themselves or among the Junior-Second Lien Secured PartiesCreditors themselves, as the case may be, in respect of any or all or a portion of the Shared Collateral, this Agreement and the other First-First Lien Collateral Documents or Junior-the other Second Lien Collateral Documents, as the case may be, including as to the application of proceeds of the Shared any Collateral, voting rights, control of the Shared any Collateral and waivers with respect to the Shared any Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Agreement, any First Lien Collateral Documents or Junior-any Second Lien Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Intercreditor Agreement)exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or Agreement, any other First-First Lien Collateral Document or Junior-Second Lien Collateral Document, and the provisions of this Agreement and Agreement, the other First-First Lien Collateral Documents and Junior-the Second Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each party hereto agrees that the First- First Lien Secured Parties Creditors (as among themselves) and the Junior-Second Lien Secured Parties Creditors (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Collateral Agent (xincluding the Amended and Restated Intercreditor Agreement) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-First Lien Secured Parties Creditors or the Junior-Second Lien Secured PartiesCreditors, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Lien Collateral Documents or Junior-Lien Collateral Security Documents, as the case may beincluding without limitation, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared 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 First-Lien Collateral Documents or Junior-Lien Collateral Security Documents, as (B) the case Collateral Agent agrees in its sole discretion to enter into any such intercreditor agreement (or similar arrangement) and (C) the Required Secured Creditors authorize the Collateral Agent to enter into any such intercreditor agreement (or similar arrangement). Notwithstanding preceding clauses (B) and (C), to the extent that the Collateral Agent is not authorized by the Required Secured Creditors 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 Collateral Agent but, subject to the immediately succeeding sentence, may bestill bind the other parties party thereto. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Collateral Security Document or Junior-Lien Collateral Document, and the provisions of this Agreement and the other First-Lien Collateral Documents and Junior-Lien Collateral Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First- Lien First-Priority Secured Parties (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) , including, in the case of the First-Lien ObligationsPriority Secured Parties, the Collateral Trust Agreement) with the applicable First-Lien Collateral Agents and applicable FirstPriority Representatives or Second-Lien Authorized Priority Representatives, or (y) in as the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agentsmay be, governing the rights, benefits and privileges as among the First-Lien Priority Secured Parties or as among the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of any or all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Priority Collateral Documents or Juniorthe other Second-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared any Common Collateral, voting rights, control of the Shared any Common Collateral and waivers with respect to the Shared any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Priority Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Priority Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Priority Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Company or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Company as Second-Priority Obligations, then the First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Company enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority 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 respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First- Lien Secured Parties Senior Lenders (as among themselves) and the JuniorSecond-Lien Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Lien Secured Parties Senior Lenders or the JuniorSecond-Lien Priority Secured Parties, as the case may be, in respect of all or a portion of the Shared Common Collateral, this Agreement and the other First-Lien Senior Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared Common Collateral, voting rights, control of the Shared Common Collateral and waivers with respect to the Shared 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 First-Lien Senior Collateral Documents or JuniorSecond-Lien Priority Collateral Documents, as the case may be, and (B) in the case of any such intercreditor agreement (or similar arrangement) affecting any Senior Lenders, such Senior Lenders shall not be bound thereby unless the Senior-Priority Agent acting on behalf of such Senior Lenders enters into any such intercreditor agreement (or similar arrangement) having either been authorized under the applicable Senior Lender Document to enter into such intercreditor agreement (or similar arrangement) or is instructed or authorized by the requisite percentage of Senior Lenders thereunder to do so. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien 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 First-Lien Senior Collateral Document or JuniorSecond-Lien Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Senior Collateral Documents and JuniorSecond-Lien 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 any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. Each party hereto agrees that the First- Lien Secured Parties (as among themselves) and the Junior-Lien Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) arrangements (hereinafter, each a “Second Priority Intercreditor Agreement”), with (x) in the case of First-Lien Obligations, the applicable First-Lien Collateral Agents and applicable First-Lien Authorized Representatives, or (y) in the case of Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, Second Priority Agent governing solely the rights, benefits and privileges as among the First-Lien Second Priority Secured Parties or the Junior-Lien Secured Parties, as the case may be, in respect of all or a portion of the Shared Collateral, this Agreement and the other First-Lien Collateral Documents or Junior-Lien Second Priority Collateral Documents, as the case may be, including as to application of proceeds of the Shared Collateral, voting rights, control of the Shared Collateral and waivers with respect to the Shared CollateralCollateral as amongst such Second Priority Agents and Second Priority Secured Parties, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Collateral Documents or Junior-Lien Second Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists (except for the First-Lien Second Priority Intercreditor Agreement)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 First-Lien Collateral Document or Junior-Lien Second Priority Collateral Document, and the provisions of this Agreement and the other First-Lien Collateral Documents and Junior-Lien 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 any intercreditor agreement 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, as applicable, in accordance with the terms of this Agreement, (b) such applicable Second Priority Designated Agent’s, Second Priority Agents’ and Second Priority Secured Parties’ obligations under this Agreement 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 other parties hereto for the performance of such respective Person’s obligations under this Agreement and (d) the Revolving Credit Agent and the Revolving Secured Parties shall continue to deal solely and directly with such applicable Second Priority Designated Agent, Second Priority Agent and Second Priority Secured Party in connection with such Person’s rights and obligations under this Agreement.