THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 5, 2012 UNSUBORDINATED DEBT SECURITIESADT, Inc. • November 6th, 2017 • Services-detective, guard & armored car services • New York
THIS INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware company (the “Company”). and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
TAX SHARING AGREEMENT by and among TYCO INTERNATIONAL LTD., TYCO INTERNATIONAL FINANCE S.A., PENTAIR LTD. and THE ADT CORPORATION, Dated as of September 28, 2012Tax Sharing Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of September, 2012, by and among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident International”), Tyco International Finance S.A., a corporation organized under the laws of Luxembourg (“Trident SA,” and, together with Trident International, “Trident”), The ADT Corporation, a Delaware corporation (“Athens NA”), and Pentair Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Fountain”). Each of Trident International, Trident SA, Athens NA and Fountain is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
TRADEMARK AGREEMENT Between ADT SERVICES GMBH (“Tyco”) and ADT US HOLDINGS, INC. (“ADT Residential”) and, solely for purposes of Section 6.3 herein TYCO INTERNATIONAL LTD. (“Tyco Parent”) and THE ADT CORPORATION (“ADT Parent”)Trademark Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
This TRADEMARK AGREEMENT (this “Agreement”) dated as of September 25, 2012, by and among ADT SERVICES GMBH, a company organized under the laws of Switzerland (“Tyco”), on the one hand, ADT US HOLDINGS, INC., a corporation organized under the laws of Delaware (“ADT Residential”, and together with Tyco, the “Parties”) and, solely for purposes of Section 6.3 herein, TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco Parent”) and THE ADT CORPORATION, a Delaware corporation “ADT Parent”).
PRIME SECURITY ONE MS, INC. as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 2, 2016 $718,266,000 of 4.875% First-Priority Senior Secured Notes due 2032Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS INDENTURE is dated as of May 2, 2016, by and between Prime Security One MS, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between TYCO INTERNATIONAL LTD., TYCO INTERNATIONAL FINANCE S.A. THE ADT CORPORATION and ADT LLC Dated as of September 26, 2012Separation and Distribution Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), effective as of 10 a.m., Eastern Daylight Time, on September 26, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco International”), TYCO INTERNATIONAL FINANCE S.A., a corporation organized under the laws of Luxembourg (“TIFSA”, and, together with Tyco International, “Tyco”), THE ADT CORPORATION, a Delaware corporation (“ADT NA”) and, solely for purposes of Section 2.2(d), ADT LLC, a Delaware limited liability company.
FIFTH AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of July 1, 2015 as amended and restated as of May 2, 2016 as further amended and restated as of June 23, 2016 as further amended and restated as of December 28, 2016 as further amended...Intercreditor Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
FIFTH AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of June 29, 2017 (this “Agreement”), among PRIME SECURITY SERVICES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
TAX SHARING AGREEMENT NON-INCOME TAXES by and among TYCO INTERNATIONAL LTD. TYCO INTERNATIONAL FINANCE S.A., and THE ADT CORPORATION Dated as of September 28, 2012Tax Sharing Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
TAX SHARING AGREEMENT FOR NON-INCOME TAXES (this “Agreement”), dated as of September 28, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco International”), Tyco International Finance S.A., a corporation organized under the laws of Luxembourg (“TIFSA,” and, together with Tyco International, “Tyco”), and THE ADT CORPORATION, a Delaware corporation (“ADT NA”). Each of Tyco International, TIFSA and ADT NA is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
PRIME SECURITY SERVICES BORROWER, LLC PRIME FINANCE INC. as Issuers and the Subsidiary Guarantors party hereto from time to time 9.250% Second-Priority Senior Secured Notes due 2023 INDENTURE Dated as of May 2, 2016 Wells Fargo Bank, National...Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
INDENTURE, dated as of May 2, 2016, among PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), PRIME FINANCE INC., a Delaware corporation (together with its successors and assigns, the “Co-Issuer” and, together with the Company, each an “Issuer” and together, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $750,000,000 of 4.875% Notes due 2042Third Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS THIRD SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $750,000,000 of 2.250% Notes due 2017First Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
COLLATERAL AGREEMENT (FIRST LIEN) dated and effective as of July 1, 2015 among PRIME SECURITY SERVICES BORROWER, LLC, as Borrower, each Subsidiary Loan Party party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentCollateral Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
COLLATERAL AGREEMENT (FIRST LIEN), dated and effective as of July 1, 2015 (this “Agreement”), is among PRIME SECURITY SERVICES BORROWER, LLC (the “Borrower”), each Subsidiary Loan Party and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $1,000,000,000 of 3.500% Notes due 2022Second Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
TYCO/ADT PATENT AGREEMENTAdt Patent Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
This TYCO/ADT PATENT AGREEMENT (this “Agreement”), effective as of 11:00 a.m. Eastern Time, on September 26, 2012 (the “Effective Date”), by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Akliengesellschaft) organized under the laws of Switzerland (“Tyco”), and THE ADT CORPORATION, a Delaware corporation (“ADT NA”, and together with Tyco, each a “Party”, and collectively, the “Parties”).
THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of October 1, 2013 $1,000,000,000 of 6.250% Senior Notes due 2021Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS FIFTH SUPPLEMENTAL INDENTURE is dated as of October 1, 2013, between THE ADT CORPORATION, a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of January 14, 2013 $700,000,000 of 4.125% Senior Notes due 2023Fourth Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS FOURTH SUPPLEMENTAL INDENTURE is dated as of January 14, 2013, between THE ADT CORPORATION, a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 2, 2016, by and among PRIME FINANCE INC., a Delaware corporation (the “New Guarantor”), a subsidiary of PRIME SECURITY SERVICES BORROWER, LLC (or its successor), a Delaware limited liability company, and THE ADT CORPORATION (or its successor), a Delaware corporation (the “Company”), and WELLS FARGO BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
COLLATERAL AGREEMENT (SECOND LIEN) dated and effective as of May 2, 2016 among PRIME SECURITY SERVICES BORROWER, LLC, as Issuer, PRIME FINANCE INC., as Co- Issuer, each Subsidiary Guarantor party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Collateral Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
COLLATERAL AGREEMENT (SECOND LIEN), dated and effective as of May 2, 2016 (this “Agreement”), is among PRIME SECURITY SERVICES BORROWER, LLC (the “Issuer”), PRIME FINANCE INC. (the “Co-Issuer), each Subsidiary Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of July 1, 2015 between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as First Lien Facility Agent and Applicable First Lien Agent, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Second Lien Facility...Second Lien Intercreditor Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
This FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, dated as of July 1, 2015 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, this “Agreement”), is between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), in its capacities as the First Lien Facility Agent and the Applicable First Lien Agent, and CS, in its capacities as the Second Lien Facility Agent and the Applicable Second Lien Agent; and is acknowledged and consented to by (a) PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (together with its successors in such capacity and as provided in Section 8.18 (Effectiveness of Agreement), the “Company”), and the other Pledgors, (b) each Other First Lien Obligations Agent, for itself and on behalf of the Other First Lien Obligations Secured Parties, that has executed and delivered an applicable Consent and Acknowledgment, and (c) each Other Second Lien Obligations Agent, for itself and on behalf of the Othe
ACKNOWLEDGEMENT OF AND CONSENT TO FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT (Pledgors)ADT, Inc. • November 6th, 2017 • Services-detective, guard & armored car services
Each of the Pledgors listed on Annex I hereto has read the First Lien/Second Lien Intercreditor Agreement, dated as of July 1, 2015, between Barclays Bank PLC, in its capacities as First Lien Facility Agent and Applicable First Lien Agent, and Credit Suisse AG, Cayman Islands Branch, in its capacities as Second Lien Facility Agent and Applicable Second Lien Agent (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the First Lien/Second Lien Intercreditor Agreement.
ACKNOWLEDGEMENT OF AND CONSENT TO FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT (Company and the other Pledgors)Intercreditor Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services
Each of the Company and the other Pledgors has read the First Lien/Second Lien Intercreditor Agreement, dated as of July 1, 2015, between Credit Suisse AG, Cayman Islands Branch (“CS”), in its capacities as First Lien Facility Agent and Applicable First Lien Agent, and CS, in its capacities as Second Lien Facility Agent and Applicable Second Lien Agent (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the First Lien/Second Lien Intercreditor Agreement.
ContractSupplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 9, 2016, by and between The ADT Corporation, a Delaware corporation (the “Company”), the Notes Guarantors listed on the signature pages hereto (the “Notes Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
THE ADT CORPORATION, as Issuer THE NOTES GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 8, 2016 TO INDENTURE Dated as of March 19, 2014First Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of April 8, 2016, among THE ADT CORPORATION, a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Notes Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT dated as of May 2, 2016 among BARCLAYS BANK PLC, as Collateral Agent, BARCLAYS BANK PLC, as Authorized Representative under the Credit Agreement, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Initial...First Lien Intercreditor Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
This FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of May 2, 2016, is among BARCLAYS BANK PLC (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as Collateral Agent for the First-Priority Secured Parties (in such capacity and together with its successors in such capacity, the “Collateral Agent”), BARCLAYS BANK PLC (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as Administrative Agent for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee for the Initial Other First-Priority Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other First-Priority Secured
SUPPLEMENTAL INDENTURESupplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 2, 2016, among those subsidiary guarantors listed on Annex A (the “New Subsidiary Guarantors”), each a subsidiary of PRIME SECURITY SERVICES BORROWER, LLC (or its successor), a limited liability company organized under the laws of Delaware (the “Company”), and PRIME FINANCE INC. (or its successor), a corporation incorporated under the laws of Delaware (the “Co-Issuer” and, together with the Company, the “Issuers”), the existing Subsidiary Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee and collateral agent under the indenture referred to below (the “Trustee”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 2, 2016, by and among PRIME FINANCE INC., a Delaware corporation (the “New Guarantor”), a subsidiary of PRIME SECURITY SERVICES BORROWER, LLC (or its successor), a Delaware limited liability company, and THE ADT CORPORATION (or its successor), a Delaware corporation (the “Company”), and WELLS FARGO BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
THE ADT CORPORATION, as Issuer THE NOTES GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of April 8, 2016 TO INDENTURE Dated as of July 5, 2012Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS SIXTH SUPPLEMENTAL INDENTURE is dated as of April 8, 2016, among THE ADT CORPORATION, a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Notes Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
THE ADT CORPORATION, THE NOTES GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 2, 2016 TO INDENTURE Dated as of May 2, 2016Supplemental Indenture • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of May 2, 2016, among THE ADT CORPORATION, a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Notes Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
HOLDINGS GUARANTEE AND PLEDGE AGREEMENT (FIRST LIEN) dated and effective as of July 1, 2015 between PRIME SECURITY SERVICES HOLDINGS, LLC., as Holdings, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentHoldings Guarantee and Pledge Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT (FIRST LIEN), dated and effective as of July 1, 2015 (as may be amended, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”), is between PRIME SECURITY SERVICES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the benefit of the Secured Parties (as hereinafter defined).
SUBSIDIARY GUARANTEE AGREEMENT (FIRST LIEN) dated and effective as of July 1, 2015, among the Subsidiaries of Prime Security Services Borrower, LLC named herein and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentSubsidiary Guarantee Agreement • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York
This SUBSIDIARY GUARANTEE AGREEMENT (FIRST LIEN), dated as of July 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), by and among each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (collectively, the “Subsidiary Guarantors”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the benefit of the Secured Parties.
CONSENT OF GRANTORSConsent of Grantors • November 6th, 2017 • ADT, Inc. • Services-detective, guard & armored car services
Reference is made to the First Lien/First Lien Intercreditor Agreement, dated as of May 2, 2016, among Barclays Bank PLC (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as Collateral Agent, Barclays Bank PLC, as Authorized Representative under the Credit Agreement, and Wells Fargo Bank, National Association, as Initial Other Authorized Representative (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time, the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.
