Common use of Subject to Intercreditor Agreement Clause in Contracts

Subject to Intercreditor Agreement. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to the Collateral Documents are expressly subject to any Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor agreement entered into pursuant hereto and (ii) the exercise of any right or remedy by the Administrative Agent hereunder or under any Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor agreement entered into pursuant hereto is subject to the limitations and provisions of the Additional Senior Secured Notes Intercreditor Agreement and such other intercreditor agreement entered into pursuant hereto. In the event of any conflict between the terms of the Additional Senior Secured Notes Intercreditor Agreement or any other such intercreditor and terms of this Agreement, the terms of the Additional Senior Secured Notes Intercreditor Agreement or such other intercreditor agreement, as applicable, shall govern. ANNEX B GUARANTOR CONSENT AND REAFFIRMATION Reference is made to Amendment No. 3 to Amended and Restated Credit Agreement; Amendment No. 1 to Guarantee Agreement (the “Third Amendment”), dated as of February 20, 2013, to the Amended and Restated Credit Agreement dated as of October 5, 2010 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 15, 2012, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 24, 2012, and as further amended and restated and as further amended, supplemented and/or otherwise modified prior to the date hereof, the “Credit Agreement”), among West Corporation (the “Borrower”), each Lender from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Xxxxx Fargo Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. Capitalized terms used but not otherwise defined in this Guarantor Consent and Reaffirmation (this “Consent”) are used with the meanings attributed thereto in the Third Amendment. Each Guarantor hereby consents to the execution, delivery and performance of the Third Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Third Amendment Effective Date, be deemed to be a reference to the Credit Agreement as amended by the Third Amendment. Each Guarantor hereby acknowledges and agrees that, after giving effect to the Third Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party are reaffirmed, and remain in full force and effect. After giving effect to the Third Amendment, each Guarantor reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the Third Amendment, and shall continue to secure the Secured Obligations (including Term B-7 Loans and Term B-8 Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement as amended by the Third Amendment and the other Loan Documents. This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the state of New York. * * *

Subject to Intercreditor Agreement. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Collateral Agent pursuant to the Collateral Documents this Agreement are expressly subject and subordinate to any Additional the liens and security interests granted in favor of the Senior Secured Notes Parties (as defined in the Intercreditor Agreement referred to below), including liens and any security interests granted to Credit Suisse AG, Cayman Islands Branch, as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement dated as of September 28, 2007 (as amended as of August 10, 2010 and as further amended, restated, supplemented or otherwise modified from time to time), among First Data Corporation, the lenders from time to time party thereto and Credit Suisse, AG, Cayman Islands Branch, as administrative agent, and the other intercreditor agreement entered into pursuant hereto parties thereto, and (ii) the exercise of any right or remedy by the Administrative Collateral Agent hereunder or under any Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor agreement entered into pursuant hereto is subject to the limitations and provisions of the Additional Senior Secured Notes Intercreditor Agreement dated as of December 17, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Xxxxx Fargo Bank, National Association, as Initial Additional Second Priority Representative and such other intercreditor agreement entered into pursuant heretoits subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Additional Senior Secured Notes Intercreditor Agreement or any other such intercreditor and the terms of this Agreement, the terms of the Additional Senior Secured Notes Intercreditor Agreement shall govern. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect to the Collateral, until the Discharge of Senior Obligations (as such term is defined in the Intercreditor Agreement) has occurred, any obligation of the Company and any other Grantor hereunder with respect to the delivery or Control of any Collateral, shall be deemed to be satisfied if the Company or such other intercreditor agreementGrantor, as applicable, shall govern. ANNEX B GUARANTOR CONSENT AND REAFFIRMATION Reference is made to Amendment No. 3 to Amended and Restated Credit Agreement; Amendment No. 1 to Guarantee Agreement (the “Third Amendment”), dated as of February 20, 2013, delivers such Collateral to the Amended and Restated Credit Agreement dated as Senior Representative or provides the Senior Representative with Control of October 5such Collateral. Until the Discharge of Senior Obligations has occurred, 2010 the delivery of any Collateral to, or the Control of any Collateral by, any Senior Representative (as amended by Amendment No. 1 to Amended and Restated Credit such term is defined in the Intercreditor Agreement, dated as of August 15, 2012, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 24, 2012, and as further amended and restated and as further amended, supplemented and/or otherwise modified prior ) pursuant to the date hereof, the “Credit Agreement”), among West Corporation (the “Borrower”), each Lender from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Xxxxx Fargo Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. Capitalized terms used but not otherwise defined in this Guarantor Consent and Reaffirmation (this “Consent”) are used with the meanings attributed thereto in the Third Amendment. Each Guarantor hereby consents to the execution, Senior Debt Documents shall satisfy any delivery and performance of the Third Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Third Amendment Effective Date, be deemed to be a reference to the Credit Agreement as amended by the Third Amendment. Each Guarantor hereby acknowledges and agrees that, after giving effect to the Third Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party are reaffirmed, and remain in full force and effect. After giving effect to the Third Amendment, each Guarantor reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the Third Amendment, and shall continue to secure the Secured Obligations (including Term B-7 Loans and Term B-8 Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement as amended by the Third Amendment and the other Loan Documents. This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the state of New York. * * *or Control requirement hereunder.

Subject to Intercreditor Agreement. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Collateral Agent pursuant to the Collateral Documents this Pledge Agreement are expressly subject and subordinate to any Additional the liens and security interests granted in favor of the Senior Secured Notes Parties (as defined in the Intercreditor Agreement referred to below), including liens and any security interests granted to Credit Suisse AG, Cayman Islands Branch, as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement dated as of September 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time), among First Data Corporation, the lenders from time to time party thereto and Credit Suisse, AG, Cayman Islands Branch, as administrative agent, and the other intercreditor agreement entered into pursuant hereto parties thereto, and (ii) the exercise of any right or remedy by the Administrative Collateral Agent hereunder or under any Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor agreement entered into pursuant hereto is subject to the limitations and provisions of the Additional Senior Secured Notes Intercreditor Agreement dated as of December 17, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Xxxxx Fargo Bank, National Association, as Initial Additional Second Priority Representative and such other intercreditor agreement entered into pursuant heretoits subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Additional Senior Secured Notes Intercreditor Agreement or any other such intercreditor and the terms of this Pledge Agreement, the terms of the Additional Senior Secured Notes Intercreditor Agreement shall govern. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect to the Collateral, until the Discharge of Senior Obligations (as such term is defined in the Intercreditor Agreement) has occurred, any obligation of the Company and any other Grantor hereunder with respect to the delivery or Control of any Collateral, shall be deemed to be satisfied if the Company or such other intercreditor agreementGrantor, as applicable, shall govern. ANNEX B GUARANTOR CONSENT AND REAFFIRMATION Reference is made to Amendment No. 3 to Amended and Restated Credit Agreement; Amendment No. 1 to Guarantee Agreement (the “Third Amendment”), dated as of February 20, 2013, delivers such Collateral to the Amended and Restated Credit Agreement dated as Senior Representative or provides the Senior Representative with Control of October 5such Collateral. Until the Discharge of Senior Obligations has occurred, 2010 the delivery of any Collateral to, or the Control of any Collateral by, any Senior Representative (as amended by Amendment No. 1 to Amended and Restated Credit such term is defined in the Intercreditor Agreement, dated as of August 15, 2012, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 24, 2012, and as further amended and restated and as further amended, supplemented and/or otherwise modified prior ) pursuant to the date hereof, the “Credit Agreement”), among West Corporation (the “Borrower”), each Lender from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Xxxxx Fargo Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. Capitalized terms used but not otherwise defined in this Guarantor Consent and Reaffirmation (this “Consent”) are used with the meanings attributed thereto in the Third Amendment. Each Guarantor hereby consents to the execution, Senior Debt Documents shall satisfy any delivery and performance of the Third Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Third Amendment Effective Date, be deemed to be a reference to the Credit Agreement as amended by the Third Amendment. Each Guarantor hereby acknowledges and agrees that, after giving effect to the Third Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party are reaffirmed, and remain in full force and effect. After giving effect to the Third Amendment, each Guarantor reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the Third Amendment, and shall continue to secure the Secured Obligations (including Term B-7 Loans and Term B-8 Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement as amended by the Third Amendment and the other Loan Documents. This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the state of New York. * * *or Control requirement hereunder.

Subject to Intercreditor Agreement. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to the Collateral Documents are expressly subject to any Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor agreement entered into pursuant hereto and (ii) the exercise of any right or remedy by the Administrative Agent hereunder or under any Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor agreement entered into pursuant hereto is subject to the limitations and provisions of the Additional Senior Secured Notes Intercreditor Agreement and such other intercreditor agreement entered into pursuant hereto. In the event of any conflict between the terms of the Additional Senior Secured Notes Intercreditor Agreement or any other such intercreditor and terms of this Agreement, the terms of the Additional Senior Secured Notes Intercreditor Agreement or such other intercreditor agreement, as applicable, shall govern. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] ANNEX B GUARANTOR CONSENT AND REAFFIRMATION Reference is made to Amendment No. 3 4 to Amended and Restated Credit Agreement; Amendment No. 1 to Guarantee Agreement (the “Third Fourth Amendment”), dated as of February 20January 24, 20132014, to the Amended and Restated Credit Agreement dated as of October 5, 2010 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 15, 2012, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 24, 2012, and Amendment No. 3 to Amended and Restated Credit Agreement; Amendment No. 1 to Guarantee Agreement, dated as of February 20, 2013, and as further amended and restated and as further amended, supplemented and/or otherwise modified prior to the date hereof, the “Credit Agreement”), among West Corporation (the “Borrower”), each Lender from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Xxxxx Fargo Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. Capitalized terms used but not otherwise defined in this Guarantor Consent and Reaffirmation (this “Consent”) are used with the meanings attributed thereto in the Third Fourth Amendment. Each Guarantor hereby consents to the execution, delivery and performance of the Third Fourth Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Third Fourth Amendment Effective Date, be deemed to be a reference to the Credit Agreement as amended by the Third Fourth Amendment. Each Guarantor hereby acknowledges and agrees that, after giving effect to the Third Fourth Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party are reaffirmed, and remain in full force and effect. After giving effect to the Third Fourth Amendment, each Guarantor reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the Third Fourth Amendment, and shall continue to secure the Secured Obligations (including Term B-7 B-9 Loans and Term B-8 B-10 Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement as amended by the Third Fourth Amendment and the other Loan Documents. This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the state of New York. * * *

Subject to Intercreditor Agreement. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to the Collateral Documents are expressly subject to any Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor agreement entered into pursuant hereto and (ii) the exercise of any right or remedy by the Administrative Agent hereunder or under any Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor agreement entered into pursuant hereto is subject to the limitations and provisions of the Additional Senior Secured Notes Intercreditor Agreement and such other intercreditor agreement entered into pursuant hereto. In the event of any conflict between the terms of the Additional Senior Secured Notes Intercreditor Agreement or any other such intercreditor and terms of this Agreement, the terms of the Additional Senior Secured Notes Intercreditor Agreement or such other intercreditor agreement, as applicable, shall govern. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] ANNEX B GUARANTOR CONSENT AND REAFFIRMATION Reference is made to Amendment No. 3 to Amended and Restated Credit Agreement; Amendment No. 1 to Guarantee Agreement (the “Third First Amendment”), dated as of February 20August 15, 20132012, to the Amended and Restated Credit Agreement dated as of October 5, 2010 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 15, 2012, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 24, 2012, and as further so amended and restated and as further amended, supplemented and/or otherwise modified prior to the date hereof, the “Credit Agreement”), among West Corporation (the “Borrower”), each Lender from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Xxxxx Fargo Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. Capitalized terms used but not otherwise defined in this Guarantor Consent and Reaffirmation (this “Consent”) are used with the meanings attributed thereto in the Third First Amendment. Each Guarantor hereby consents to the execution, delivery and performance of the Third First Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Third First Amendment Effective Date, be deemed to be a reference to the Credit Agreement as amended by the Third First Amendment. Each Guarantor hereby acknowledges and agrees that, after giving effect to the Third First Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party are reaffirmed, and remain in full force and effect. After giving effect to the Third First Amendment, each Guarantor reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the Third First Amendment, and shall continue to secure the Secured Obligations (including Term B-7 Loans and Term B-8 B-6 Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement as amended by the Third First Amendment and the other Loan Documents. This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the state of New York. * * *.