Amended And Restated Intercreditor Agreement Sample Contracts

Page 1. AUTHORIZATION OF NOTES 1 2. SALE AND PURCHASE OF NOTES; GUARANTEES 2 3. CLOSING 2 3.1 Closing 2 3.2 Failure of the Company to Deliver 3 4. CONDITIONS TO CLOSING 3 4.1 Representations and Warranties 3 4.2 Performance; No Default 3 4.3 Compliance Certificates 3 4.4 Guaranty Agreement 4 4.5 Opinions of Counsel 4 4.6 Purchase Permitted by Applicable Law, Etc 4 4.7 Sale of Other Notes 4 4.8 Payment of Special Counsel Fees 5 4.9 Private Placement Numbers 5 4.10 Changes in Corporate Structure 5 4.11 Funding Instructions 5 4.12 Second Amended and Restated Intercreditor Agreement 5 4.13 Proceed (June 4th, 2018)

Woodward, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the Company), agrees with each of the purchasers whose names appear at the end hereof (each, a Purchaser and, collectively, the Purchasers) as follows:

Amended and Restated Intercreditor Agreement (May 30th, 2018)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated May 24, 2018, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), CAC Warehouse Funding LLC VII ("Warehouse Funding VII"), Credit Acceptance Funding LLC 2018-2 ("Funding 2018-2"), Credit Acceptance Funding LLC 2018-1 ("Funding 2018-1"), Credit Acceptance Funding LLC 2017-3 ("Funding 2017-3"), Credit Acceptance Funding LLC 2017-2 ("Funding 2017-2"), Credit Acceptance Funding LLC 2017-1 ("Funding 2017-1"), Credit Acceptance Funding LLC 2016-3 ("Funding 2016-3"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Auto Loan Trust 2018-2 ("2018-2 Trust"), Credit

AMENDED AND RESTATED INTERCREDITOR AGREEMENT Dated as of May 23, 2018 AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION Not in Its Individual Capacity but Solely as Trustee Under the United Airlines Pass Through Trust 2018-1aa, United Airlines Pass Through Trust 2018-1a and United Airlines Pass Through Trust 2018-1b NATIONAL AUSTRALIA BANK LIMITED, ACTING THROUGH ITS NEW YORK BRANCH as Class AA Liquidity Provider as Class a Liquidity Provider and as Class B Liquidity Provider AND WILMINGTON TRUST, NATIONAL ASSOCIATION Not in Its Individual Capacity Except as Expressly Set Forth Herein but Solely as (May 25th, 2018)

AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Agreement) dated as of May 23, 2018, among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (WTNA), not in its individual capacity but solely as Trustee of each Trust (each as defined below); NATIONAL AUSTRALIA BANK LIMITED, an Australian corporation, acting through its New York branch, as Class AA Liquidity Provider, as Class A Liquidity Provider and as Class B Liquidity Provider; and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the Subordination Agent).

SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and Among BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agents, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent Dated as of March 20, 2018 (March 23rd, 2018)

THIS SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this Agreement) is entered into as of March 20, 2018 by and among BANK OF AMERICA, N.A., in its capacity as administrative agent and co-collateral agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor to WELLS FARGO RETAIL FINANCE, LLC, in its capacity as co-collateral agent (together with their respective successors and assigns in such capacities, the ABL Agents), for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the ABL Lenders) and (ii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agents and the ABL Lenders, the ABL Secured Part

Amended and Restated Intercreditor Agreement (February 27th, 2018)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated February 22, 2018, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), CAC Warehouse Funding LLC VII ("Warehouse Funding VII"), Credit Acceptance Funding LLC 2018-1 ("Funding 2018-1"), Credit Acceptance Funding LLC 2017-3 ("Funding 2017-3"), Credit Acceptance Funding LLC 2017-2 ("Funding 2017-2"), Credit Acceptance Funding LLC 2017-1 ("Funding 2017-1"), Credit Acceptance Funding LLC 2016-3 ("Funding 2016-3"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Auto Loan Trust 2018-1 ("2018-1 Trust"), Cr

Vista Proppants & Logistics Inc. – AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and Among PLAINS CAPITAL BANK, as Revolving Lender, ARES CAPITAL CORPORATION, as Term Agent, and THE LOAN PARTIES PARTY HERETO Effective as of November 9, 2017 (January 12th, 2018)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated, amended and restated, or otherwise modified from time to time pursuant to the terms hereof, this Agreement) dated as of November 9, 2017, is by and among (a) PLAINSCAPITAL BANK, in its capacity as Lender (together with its successors and assigns in such capacity, the Revolving Lender) for the Revolving Secured Parties (as defined below), (b) ARES CAPITAL CORPORATION, in its capacity as administrative agent (together with its successors and assigns in such capacity, the Term Agent) for the Term Secured Parties (as defined below) and (c) each of the Persons which are signatories to this Agreement as a Loan Party (as defined below).

Evolus, Inc. – Amended and Restated Intercreditor Agreement (January 9th, 2018)

This FIRST AMENDMENT (this "Amendment"), dated as of December 14, 2017, is made by and between LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its capacity as the holder of the Longitude Obligations (in such capacity, together with its successors and assigns in such capacity, the "Longitude Holder"), DENTAL INNOVATIONS BVBA, a private limited liability company organized under the laws of Belgium, in its capacity as collateral agent for the DI Holders (in such capacity, together with its successors and assigns in such capacity, the "DI Collateral Agent"), ALPHAEON CORPORATION, a Delaware corporation (the "Borrower"), and EVOLUS, INC., a Delaware corporation (the "Guarantor") and amends that certain Amended and Restated Intercreditor Agreement originally made as of July 26, 2016 as amended and restated as of April 19, 2017, by and among the Longitude Holder, DI Collateral Agent, the Borrower and the Guarantor (the "Agreement"; Capitalized terms used but not defined

Evolus, Inc. – Amended and Restated Intercreditor Agreement (January 9th, 2018)

This Amended and Restated Intercreditor Agreement (this "Intercreditor Agreement"), originally made as of July 26, 2016 and amended and restated as of April 19, 2017, by and among LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its capacity as the holder of the Longitude Obligations (defined below) (in such capacity, together with its successors and assigns in such capacity, the "Longitude Holder"), DENTAL INNOVATIONS BVBA, a private limited liability company organized under the laws of Belgium, in its capacity as collateral agent for the DI Holders (defined below) (in such capacity, together with its successors and assigns in such capacity, the "DI Collateral Agent"), ALPHAEON CORPORATION, a Delaware corporation (the "Borrower"), and EVOLUS, INC., a Delaware corporation (the "Guarantor").

Vista Proppants & Logistics Inc. – AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and Among PLAINS CAPITAL BANK, as Revolving Lender, ARES CAPITAL CORPORATION, as Term Agent, and THE LOAN PARTIES PARTY HERETO Effective as of November 9, 2017 (December 22nd, 2017)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated, amended and restated, or otherwise modified from time to time pursuant to the terms hereof, this Agreement) dated as of November 9, 2017, is by and among (a) PLAINSCAPITAL BANK, in its capacity as Lender (together with its successors and assigns in such capacity, the Revolving Lender) for the Revolving Secured Parties (as defined below), (b) ARES CAPITAL CORPORATION, in its capacity as administrative agent (together with its successors and assigns in such capacity, the Term Agent) for the Term Secured Parties (as defined below) and (c) each of the Persons which are signatories to this Agreement as a Loan Party (as defined below).

Evolus, Inc. – Amended and Restated Intercreditor Agreement (December 20th, 2017)

This FIRST AMENDMENT (this "Amendment"), dated as of December 14, 2017, is made by and between LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its capacity as the holder of the Longitude Obligations (in such capacity, together with its successors and assigns in such capacity, the "Longitude Holder"), DENTAL INNOVATIONS BVBA, a private limited liability company organized under the laws of Belgium, in its capacity as collateral agent for the DI Holders (in such capacity, together with its successors and assigns in such capacity, the "DI Collateral Agent"), ALPHAEON CORPORATION, a Delaware corporation (the "Borrower"), and EVOLUS, INC., a Delaware corporation (the "Guarantor") and amends that certain Amended and Restated Intercreditor Agreement originally made as of July 26, 2016 as amended and restated as of April 19, 2017, by and among the Longitude Holder, DI Collateral Agent, the Borrower and the Guarantor (the "Agreement"; Capitalized terms used but not defined

Amended and Restated Intercreditor Agreement (December 7th, 2017)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated December 1, 2017, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), CAC Warehouse Funding LLC VII ("Warehouse Funding VII"), Credit Acceptance Funding LLC 2017-3 ("Funding 2017-3"), Credit Acceptance Funding LLC 2017-2 ("Funding 2017-2"), Credit Acceptance Funding LLC 2017-1 ("Funding 2017-1"), Credit Acceptance Funding LLC 2016-3 ("Funding 2016-3"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Auto Loan Trust 2017-3 (the "2017-3 Trust"), Credit Acceptance Auto Loan Trust 2017-2 (the "2017-2 Tr

Evolus, Inc. – Amended and Restated Intercreditor Agreement (November 21st, 2017)

This Amended and Restated Intercreditor Agreement (this "Intercreditor Agreement"), originally made as of July 26, 2016 and amended and restated as of April 19, 2017, by and among LONGITUDE VENTURE PARTNERS II, L.P., a Delaware limited partnership in its capacity as the holder of the Longitude Obligations (defined below) (in such capacity, together with its successors and assigns in such capacity, the "Longitude Holder"), DENTAL INNOVATIONS BVBA, a private limited liability company organized under the laws of Belgium, in its capacity as collateral agent for the DI Holders (defined below) (in such capacity, together with its successors and assigns in such capacity, the "DI Collateral Agent"), ALPHAEON CORPORATION, a Delaware corporation (the "Borrower"), and EVOLUS, INC., a Delaware corporation (the "Guarantor").

Amended and Restated Intercreditor Agreement (October 27th, 2017)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated October 26, 2017, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), Credit Acceptance Funding LLC 2017-3 ("Funding 2017-3"), Credit Acceptance Funding LLC 2017-2 ("Funding 2017-2"), Credit Acceptance Funding LLC 2017-1 ("Funding 2017-1"), Credit Acceptance Funding LLC 2016-3 ("Funding 2016-3"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Auto Loan Trust 2017-3 (the "2017-3 Trust"), Credit Acceptance Auto Loan Trust 2017-2 (the "2017-2 Trust"), Credit Acceptance Auto Loan Trust 2017-1 (the "201

CURO Group Holdings Corp. – Amended and Restated Intercreditor Agreement (October 24th, 2017)

THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Intercreditor Agreement), dated as of November 17, 2016, is by and among VICTORY PARK MANAGEMENT, LLC, as collateral agent for the First Lien Lenders defined below (in such capacity, First Lien Agent as hereinafter further defined), and WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), as collateral agent under the Indenture (as hereinafter defined) for the other Second Lien Creditors defined below (together with its successors and assigns, in such capacity, Second Lien Agent as hereinafter further defined).

AMENDED AND RESTATED INTERCREDITOR AGREEMENT Dated as of October 5, 2017 Among WILMINGTON TRUST COMPANY, as Trustee of the American Airlines Pass Through Trust 2017-2aa American Airlines Pass Through Trust 2017-2a and American Airlines Pass Through Trust 2017-2b NATIONAL AUSTRALIA BANK LIMITED, as Class AA Liquidity Provider as Class a Liquidity Provider and as Class B Liquidity Provider and WILMINGTON TRUST COMPANY, as Subordination Agent (October 6th, 2017)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of October 5, 2017, is made by and among WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, WTC), not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I), NATIONAL AUSTRALIA BANK LIMITED, a company incorporated in the Commonwealth of Australia, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider (NAB), and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII, the Subordination Agent).

Amended and Restated Intercreditor Agreement (October 5th, 2017)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of October 4, 2017, is made by and among WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, WTC), not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I), KFW IPEX-BANK GMBH, a limited liability company organized under the laws of Germany, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider (KfW), and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII, the Subordination Agent).

CURO Group Holdings Corp. – Amended and Restated Intercreditor Agreement (September 27th, 2017)

THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Intercreditor Agreement), dated as of November 17, 2016, is by and among VICTORY PARK MANAGEMENT, LLC, as collateral agent for the First Lien Lenders defined below (in such capacity, First Lien Agent as hereinafter further defined), and WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), as collateral agent under the Indenture (as hereinafter defined) for the other Second Lien Creditors defined below (together with its successors and assigns, in such capacity, Second Lien Agent as hereinafter further defined).

Second Amended and Restated Intercreditor Agreement (August 17th, 2017)

This SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of August 11, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), amends and restates in its entirety that certain Amended and Restated Intercreditor Agreement, dated as of November 5, 2012 (as amended, supplemented or otherwise modified as of the date hereof, the "Prior Agreement") and is entered into by and among SunTrust Bank ("SunTrust"), in its capacity as administrative agent (collectively with its successors and assigns, the "Agent") for the "Lenders" under the Bank Credit Agreement (as defined below) (such Lenders, collectively with their respective successors and assigns, the "Banks") and the holders of the Notes (as defined below) listed on Annex II attached hereto (collectively with their respective successors and assigns, the "Noteholders") (the Banks, the relevant Affiliates of the Banks (in respect of Banking Services Obligations and Rate Mana

Vanguard Natural Resources Llc Pfd. Series A – Amended and Restated Intercreditor Agreement (August 2nd, 2017)

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of August 1, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), between Citibank, N.A. ("Citibank"), as administrative agent and collateral agent for the Priority Lien Secured Parties (defined below) (in such capacity, and together with its successors and assigns in such capacity, the "Original Priority Lien Agent") and Delaware Trust Company, in its capacity as collateral trustee for the Second Lien Secured Parties (defined below) (in such capacity, and together with its successors in such capacity, the "Second Lien Collateral Trustee"), and acknowledged and agreed to by Vanguard Natural Resources, Inc. (the "Parent Company"), Vanguard Natural Gas, LLC ("Vanguard") and the other Grantors (defined below) on the signature pages hereto.

Amended and Restated Intercreditor Agreement (March 1st, 2017)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated February 23, 2017, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), Credit Acceptance Funding LLC 2017-1 ("Funding 2017-1"), Credit Acceptance Funding LLC 2016-3 ("Funding 2016-3"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Funding LLC 2014-2 ("Funding 2014-2"), Credit Acceptance Funding LLC 2014-1 ("Funding 2014-1"), Credit Acceptance Auto Loan Trust 2017-1 (the "2017-1 Trust"), Credit Acceptance Auto Loan Trust 2016-3 (the "2016-3 Trust"), Credit Acceptance Auto Loan Trust 2016-2 (the "20

Momentive Specialty Chemicals – Amended and Restated Intercreditor Agreement (February 10th, 2017)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of February 8, 2017, is among JPMORGAN CHASE BANK, N.A. (JPMCB), as Intercreditor Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent for the holders of the notes issued under the New 1.5 Lien Notes Indenture (as defined below), JPMCB, as Senior-Priority Agent for the secured parties under the ABL Facility (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for the holders of the notes issued under the New First Lien Notes Indenture (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for the holders of the notes issued under the 6.625% First Lien Notes Indenture (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for the holders of the notes issued under the 10.00% First Lien Notes Indenture (as defined below), HEXION LLC, a Delaware limited liability company (Holdings), HEXION INC., a New Jersey cor

Amended and Restated Intercreditor Agreement (October 31st, 2016)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated October 27, 2016, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), Credit Acceptance Funding LLC 2016-3 ("Funding 2016-3"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Funding LLC 2014-2 ("Funding 2014-2"), Credit Acceptance Funding LLC 2014-1 ("Funding 2014-1"), Credit Acceptance Auto Loan Trust 2016-3 (the "2016-3 Trust"), Credit Acceptance Auto Loan Trust 2016-2 (the "2016-2 Trust"), Credit Acceptance Auto Loan Trust 2015-2 (the "2015-2 Trust"), Credit Acceptance Auto Loan Trust 2015-1 (th

Amended and Restated Intercreditor Agreement (October 26th, 2016)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Agreement), is dated as of October 20, 2016 and entered into by and between Bank of America, N.A. (Bank of America), in its capacity as collateral agent for the First Lien Claimholders (as defined below), (in such capacity, the Initial First Lien Collateral Agent, as hereinafter further defined), U.S. Bank National Association (U.S. Bank), in its capacity as collateral agent for the Second Lien Claimholders (as defined below) (in such capacity, the Initial Second Lien Collateral Agent, as hereinafter further defined), each Additional First Lien Collateral Agent (as defined below) from time to time party hereto for the Additional First Lien Claimholders (as defined below) and each Additional Second Lien Collateral Agent (as defined below) from time to time party hereto for the Additional Second Lien Claimholders (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

Amended and Restated Intercreditor Agreement (September 9th, 2016)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of September 8, 2016, and entered into by and among HOVNANIAN ENTERPRISES, INC., K. HOVNANIAN ENTERPRISES, INC. each other Grantor (as defined below) from time to time party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacities as trustee (in such capacity, together with its successors and assigns, the "Senior Notes Trustee") and as collateral agent (in such capacity, together with its successors and assigns, the "Senior Notes Collateral Agent") under the Senior Noteholder Documents (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent (in such capacity, together with its successors and assigns, the "Senior Credit Agreement Administrative Agent" and, together with the Senior Notes Trustee, the "Senior Representatives") under the Senior Credit Agreement Documents (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Mortg

AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and Among BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agents, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent Dated as of September 1, 2016 (September 2nd, 2016)

THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this Agreement) is entered into as of September 1, 2016 by and among BANK OF AMERICA, N.A., in its capacity as administrative agent and co-collateral agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor to WELLS FARGO RETAIL FINANCE, LLC, in its capacity as co-collateral agent (together with their respective successors and assigns in such capacities, the ABL Agents), for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the ABL Lenders) and (ii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agents and the ABL Lenders, the ABL Secured Parties)

Amended and Restated Intercreditor Agreement (July 13th, 2016)

THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Amended and Restated Intercreditor Agreement, together with all exhibits, schedules, extensions, renewals, amendments, restatements, substitutions, and replacements hereto and hereof, this "Agreement") is dated as of July 8, 2016 by and among CALM WATERS PARTNERSHIP, a Wisconsin general partnership, together with its successors and assigns, ("Calm Waters"), the additional lenders party hereto (collectively, the "Additional Lenders"), and the holders of the Promissory Notes (as defined below) party hereto (collectively, the "Holders," and together with Calm Waters and the Additional Lenders, the "Lenders," and each, individually, a "Lender").

AMENDED AND RESTATED INTERCREDITOR AGREEMENT Dated as of July 8, 2016 Among WILMINGTON TRUST COMPANY, as Trustee of the American Airlines Pass Through Trust 2016-2aa American Airlines Pass Through Trust 2016-2a and American Airlines Pass Through Trust 2016-2b KFW IPEX-BANK GMBH, as Class AA Liquidity Provider as Class a Liquidity Provider and as Class B Liquidity Provider and WILMINGTON TRUST COMPANY, as Subordination Agent (July 12th, 2016)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of July 8, 2016, is made by and among WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, WTC), not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I), KfW IPEX-Bank GmbH, a limited liability company organized under the laws of Germany, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider (KfW), and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII, the Subordination Agent).

Singer Madeline Holdings, Inc. – FIRST AMENDMENT to AMENDED AND RESTATED INTERcreditor Agreement (July 7th, 2016)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this "Amendment") is entered into this 1st day of July, 2016, among BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the "BofA Facility Agent"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacities, the "GSO Agent").

Saexploration Holdings Inc. – Amended and Restated Intercreditor Agreement (July 1st, 2016)

This AMENDED & RESTATED INTERCREDITOR AGREEMENT (this Agreement), dated as of June 29, 2016, is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as lender and collateral agent (in such capacities, with its successors and assigns, and as more specifically defined below, the ABL Agent), WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee and collateral agent (with its successors and assigns, and as more specifically defined below, the Existing Noteholder Agent), Delaware Trust Company, as administrative agent and collateral agent (in such capacities with its successors and assigns, and as more specifically defined below, the Term Agent) and, upon execution of an Additional Indebtedness Joinder and Designation (as defined below), the Additional Noteholder Agent (as defined below).

Amended and Restated Intercreditor Agreement (May 16th, 2016)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated May 12, 2016, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Funding LLC 2014-2 ("Funding 2014-2"), Credit Acceptance Funding LLC 2014-1 ("Funding 2014-1"), Credit Acceptance Funding LLC 2013-2 ("Funding 2013-2"), Credit Acceptance Auto Loan Trust 2016-2 (the "2016-2 Trust"), Credit Acceptance Auto Loan Trust 2015-2 (the "2015-2 Trust"), Credit Acceptance Auto Loan Trust 2015-1 (the "2015-1 Trust"), Credit Acceptance Auto Loan Trust 2014-2 (the "

Drew Industries Inc. – Third Amended and Restated Intercreditor Agreement (May 3rd, 2016)

PGIM, INC., having an office at c/o Prudential Capital Group, 1114 Avenue of the Americas, 30th Floor, New York, New York 10036 ("Prudential") and each Prudential Affiliate (as hereinafter defined) that hereafter purchases any Senior Notes (as hereinafter defined) and has executed a joinder hereto in accordance with Section 12(e) hereof (together with Prudential, their respective successors and assigns that execute a joinder hereto and future holders from time to time of the Senior Notes, collectively, the "Holders") (provided, however that any such Prudential Affiliate shall in any event be deemed for the purposes hereof to have executed such joinder upon becoming such a holder and shall be subject to and entitled to the benefits of the terms hereof); and

Calumet Specialty Products – Second Amended and Restated Intercreditor Agreement (April 21st, 2016)

THIS SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this "Agreement"), dated as of April 20, 2016, is entered into by and among CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. (the "Company"), those certain subsidiaries of the Company from time to time party hereto (the "Subsidiary Loan Parties" and, together with the Company, the "Loan Parties"), WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral trustee for the Fixed Asset Secured Parties referenced below (in such capacity, together with its successors and assigns, the "Fixed Asset Collateral Trustee"), and BANK OF AMERICA, N.A., in its capacity as agent for the Working Capital Lenders referenced below (in such capacity, together with its successors and assigns, the "Working Capital Agent").

GE Dealer Floorplan Master Note Trust – Assignment and Assumption of Amended and Restated Intercreditor Agreement (March 4th, 2016)

THIS ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of March 1, 2016 (this "Assignment"), is among GE CAPITAL US HOLDINGS, INC., a Delaware corporation, as assignor servicer (the "Assignor Servicer"), and WELLS FARGO BANK, N.A., a national banking association, as assignee servicer (the "Assignee Servicer").

Amended and Restated Intercreditor Agreement (March 3rd, 2016)

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated February 26, 2016, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Funding LLC 2014-2 ("Funding 2014-2"), Credit Acceptance Funding LLC 2014-1 ("Funding 2014-1"), Credit Acceptance Funding LLC 2013-2 ("Funding 2013-2"), Credit Acceptance Funding LLC 2013-1 ("Funding 2013-1"), Credit Acceptance Auto Loan Trust 2015-2 (the "2015-2 Trust"), Credit Acceptance Auto Loan Trust 2015-1 (the "2015-1 Trust"), Credit Acceptance Auto Loan Trust 2014-2 (the "2014-2 Trust"), Credit Acceptance Auto Loan Trust 2014-1 (

Castle (A.M.) & Co. – Amended and Restated Intercreditor Agreement (February 11th, 2016)

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of February 8, 2016 (this "Intercreditor Agreement" as hereinafter further defined), among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, "First Lien Agent" as hereinafter further defined), U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the Second Lien Secured Parties (in such capacity, "Second Lien Agent" as hereinafter further defined), and, any Person which becomes party hereto pursuant to a Joinder Agreement, in its capacity as trustee and collateral agent for the New Convertible Notes Secured Parties (in such capacity, "New Convertible Notes Collateral Agent" as hereinafter further defined).