Intercreditor Agreement Sample Contracts

SENIOR PRIORITY LIEN INTERCREDITOR AGREEMENT Dated as of May 23, 2018 Among JPMORGAN CHASE BANK, N.A., as RBL Facility Agent and Applicable First Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Facility Agent and Applicable Second Lien Agent, EP ENERGY LLC and THE SUBSIDIARIES OF EP ENERGY LLC NAMED HEREIN (May 24th, 2018)

This SENIOR PRIORITY LIEN INTERCREDITOR AGREEMENT (this Agreement) is dated as of May 23, 2018, among JPMORGAN CHASE BANK, N.A. (JPM), as the RBL Facility Agent and the Applicable First Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION (Wilmington), as the Notes Facility Agent and the Applicable Second Lien Agent, EP Energy LLC (the Company), the Subsidiaries of the Company named herein, each Other First-Priority Lien Obligations Agent and each Other Second-Priority Lien Obligations Agent from time to time party hereto. Capitalized terms used but not defined in the preamble and the recitals to this Agreement have the meanings set forth in Section 1.01(b) below.

SAILFISH ENERGY HOLDINGS Corp – INTERCREDITOR AGREEMENT Dated as of May 10, 2018 Between JPMORGAN CHASE BANK, N.A., as First Lien Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent Relating to TALOS PRODUCTION LLC (May 16th, 2018)

This INTERCREDITOR AGREEMENT is dated as of May 10, 2018 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, this Agreement), between JPMORGAN CHASE BANK, N.A. (JPMorgan), in its capacity as the First Lien Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION (WT), in its capacity as the Second Lien Agent; and acknowledged and consented to by TALOS PRODUCTION 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. Capitalized terms used but not defined in the preamble or the recitals to this Agreement have the meanings set forth in Section 1.1 below.

Fusion Telecommunications International, Inc. – INTERCREDITOR AGREEMENT Dated as of May 4, 2018, Among WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Representative, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Representative, EACH ADDITIONAL FIRST LIEN OBLIGATIONS REPRESENTATIVE and EACH ADDITIONAL SECOND LIEN OBLIGATIONS REPRESENTATIVE (May 10th, 2018)

INTERCREDITOR AGREEMENT dated as of May 4, 2018 (this "Agreement"), among WILMINGTON TRUST, NATIONAL ASSOCIATION ("Wilmington Trust"), as collateral agent for the First Lien Lenders (as defined below) (in such capacity, the "First Lien Representative"), WILMINGTON TRUST, as collateral agent for the Second Lien Lenders (as defined below) (in such capacity, the "Second Lien Representative"), and each ADDITIONAL FIRST LIEN OBLIGATIONS REPRESENTATIVE and each ADDITIONAL SECOND LIEN OBLIGATIONS REPRESENTATIVE that, in each case, shall have become a party hereto pursuant to Section 10.05(b).

ABL INTERCREDITOR AGREEMENT Dated as of April 3, 2018, Among JPMORGAN CHASE BANK, N.A., as ABL Agent, CREDIT SUISSE AG, as Senior-Priority Collateral Agent, CREDIT SUISSE AG, as Senior-Priority Non-Abl Loan Agent, REGIONS BANK, as 2021 Secured Notes Trustee, REGIONS BANK, as 2023 Secured Notes Trustee, Each Additional Agent From Time to Time Party Hereto, CHS/COMMUNITY HEALTH SYSTEMS, INC., as Borrower, COMMUNITY HEALTH SYSTEMS, INC., as Parent, and the Subsidiaries of the Borrower From Time to Time Party Hereto (May 2nd, 2018)

THIS ABL INTERCREDITOR AGREEMENT is entered into as of April 3, 2018, among JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent (the ABL Agent; as hereinafter further defined) for the ABL Secured Parties (as defined below), CREDIT SUISSE AG, in its capacity as collateral agent (the Senior-Priority Collateral Agent; as hereinafter further defined) for the Senior-Priority Secured Parties (as defined below), CREDIT SUISSE AG, in its capacity as administrative agent under the Senior-Priority Non-ABL Loan Agreement (as defined below) (the Senior-Priority Non-ABL Loan Agent; as hereinafter further defined), REGIONS BANK, in its capacity as trustee under the 2021 Secured Notes Indenture (the 2021 Secured Notes Trustee; as hereinafter further defined), REGIONS BANK, in its capacity as trustee under the 2023 Secured Notes Indenture (the 2023 Secured Notes Trustee; as hereinafter further defined), CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the

Sundance Energy Australia Ltd – INTERCREDITOR AGREEMENT Among SUNDANCE ENERGY, INC., the Other Grantors Party Hereto, NATIXIS, NEW YORK BRANCH, as Senior Representative, and MORGAN STANLEY ENERGY CAPITAL, INC., as the Second Priority Representative, Dated as of April 23, 2018. (May 1st, 2018)

INTERCREDITOR AGREEMENT dated as of April 23, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among SUNDANCE ENERGY, INC., a Colorado corporation (the "Company"), the other Grantors (as defined below) party hereto, NATIXIS, NEW YORK BRANCH, as representative for the Senior Secured Parties (in such capacity and together with its successors in such capacity, the "Senior Representative"), and MORGAN STANLEY ENERGY CAPITAL, INC., as representative for the Second Priority Debt Parties (in such capacity and together with its successors in such capacity, the "Second Priority Representative").

Smart Server, Inc – Intercreditor Agreement (May 1st, 2018)

THIS INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of April 30, 2018, by and between (a) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent under the Hercules Loan Agreement, as defined below ("Hercules"), and (b) ALLY BANK ("Ally Bank"), and ALLY FINANCIAL INC. ("Ally Financial", and together with Ally Bank, collectively, the "Ally Parties"), as lenders under the Ally Financing Agreement, as defined below. Hercules and the Ally Parties are each sometimes referred to herein individually as a "Lender" and collectively as "Lenders".

Cemex, S.A.B. De C.V. As the Parent With Citibank Europe Plc, Uk Branch as the Facility Agent and Wilmington Trust (London) Limited as the Security Agent Amendment and Restatement Deed in Relation to the Intercreditor Agreement Dated 17 September 2012 and Amended 31 October 2014 and 23 July 2015 (April 30th, 2018)
Lsb Industries Inc. – Amendment No. 1 to Intercreditor Agreement (April 25th, 2018)

This AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this Amendment) is entered into as of April 25, 2018 (Amendment Effective Date) by and among WELLS FARGO CAPITAL FINANCE, LLC, in its capacity as agent under the ABL Loan Documents (as defined in the Intercreditor Agreement described below), including its successors in such capacity from time to time (ABL Agent), UMB Bank, N.A. (UMB), in its capacity as Notes Agent under the Original Intercreditor Agreement described below and solely for the limited purposes set forth in Section 15(a) below, and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent under the Notes Documents (as defined in the Amended Intercreditor Agreement described below), including its successors in such capacity from time to time (Notes Agent). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended Intercreditor Agreement (as defined below).

Vrio Corp. – Intercreditor Agreement Relating to Certain Debt of Sky Servicos De Banda Larga Ltda. (April 13th, 2018)

This Intercreditor Agreement Relating to Certain Debt of Sky Servicos de Banda Larga Ltda. (Agreement) is entered into by and among:

Diana Containerships Inc. – Dated 30 June 2017 Borrower DIANA CONTAINERSHIPS INC. Owners as Specified in SCHEDULE 4 Senior Mortgagee ADDIEWELL LTD Subordinated Mortgagee DIANA SHIPPING INC. INTERCREDITOR AGREEMENT Relating to Security for a Term Loan Facility of $35,000,000 and a Discount Premium Amount of $10,000,000 Secured, Inter Alia, on the Ships as Specified in Schedule 4. (March 16th, 2018)
INTERCREDITOR AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent, and GORDON BROTHERS FINANCE COMPANY, as Term Agent, and Acknowledged by STEIN MART, INC., as Lead Borrower, THE OTHER BORROWERS SIGNATORY HERETO and THE GUARANTORS SIGNATORY HERETO Dated as of March 14, 2018 (March 14th, 2018)

THIS 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 14, 2018, by and among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (together with its successors and assigns in such capacity, the ABL Agent) 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), (ii) the LC Issuer referred to in the ABL Credit Agreement (the L/C Issuer), and (iii) 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 Agent, the ABL Lenders and the L/C Issuer, the ABL Credit Parties), and (b) GORDON BROTHERS FINANCE COMPANY, in its capacity as administrative agent

Junior Priority Intercreditor Agreement (March 14th, 2018)

JUNIOR PRIORITY INTERCREDITOR AGREEMENT, dated as of March 12, 2018, among WILMINGTON TRUST, NATIONAL ASSOCIATION in its capacity as Collateral Agent under the First Lien Pari Passu Intercreditor Agreement (as defined below) (together with its successors as Collateral Agent, the First Lien Representative), as Representative for the First Lien Secured Parties (as defined below), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Collateral Agent under the Junior Lien Pari Passu Intercreditor Agreement (as defined below) (together with its successors as Collateral Agent under the Junior Lien Pari Passu Intercreditor Agreement, the Junior Lien Representative), as Representative for the Junior Lien Secured Parties (as defined below). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

INTERCREDITOR AGREEMENT by and Between BARCLAYS BANK PLC as April 2012 First Lien Agent and BARCLAYS BANK PLC as March 2018 Second Lien Agent Dated as of March 9, 2018 (March 13th, 2018)

This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this Agreement) is entered into as of March 9, 2018, by and between BARCLAYS BANK PLC, in its capacity as administrative agent (together with its successors and assigns in such capacity, and as further defined herein, the April 2012 First Lien Agent) for the April 2012 First Lien Lenders referred to below party from time to time to the April 2012 First Lien Credit Agreement referred to below, and BARCLAYS BANK PLC, in its capacity as administrative agent (together with its successors and assigns in such capacity, and as further defined herein, the March 2018 Second Lien Agent) for the March 2018 Second Lien Lenders referred to below party from time to time to the March 2018 Second Lien Credit Agreement referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.

Intercreditor Agreement Joinder (February 22nd, 2018)

The undersigned, WELLS FARGO BANK, NATIONAL ASSOCIATION, hereby agrees to become party as the ABL Facility Agent in replacement of U.S. BANK NATIONAL ASSOCIATION (the Exiting ABL Facility Agent) under the Junior Lien Intercreditor Agreement dated as of April 16, 2014 (the Intercreditor Agreement) among FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company, FTS International, Inc., a Delaware corporation, the other GRANTORS from time to time party hereto, Exiting ABL Facility Agent, as ABL Facility Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Notes Collateral Agent, and certain other persons party or that may become party thereto from time to time, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and d

INTERCREDITOR AGREEMENT Dated as of February 14, 2018 AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION Not in Its Individual Capacity but Solely as Trustee Under the United Airlines Pass Through Trust 2018-1aa and United Airlines Pass Through Trust 2018-1a NATIONAL AUSTRALIA BANK LIMITED, ACTING THROUGH ITS NEW YORK BRANCH as Class AA Liquidity Provider and as Class a 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 (February 21st, 2018)

INTERCREDITOR AGREEMENT (this Agreement) dated as of February 14, 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 and as Class A 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).

Destination Maternity – INTERCREDITOR AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent, and PATHLIGHT CAPITAL LLC, as Term Agent, and Acknowledged by DESTINATION MATERNITY CORPORATION CAVE SPRINGS, INC. MOTHERS WORK CANADA, INC. DM URBAN RENEWAL, LLC Dated as of February 1, 2018 (February 6th, 2018)

THIS 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 February 1, 2018 among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the ABL Agent) 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), (ii) the L/C Issuers referred to in the ABL Credit Agreement, and (iii) 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 Agent (and any co-agent or sub-agent appointed thereby), the ABL Lenders and the L/C Issuers, the ABL Credit Parties), and (b) PATHLIGHT CAPITAL LLC

Gates Industrial Corp plc – ABL INTERCREDITOR AGREEMENT Dated as of July 3, 2014, Among CITIBANK, N.A., as ABL Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Cash Flow Agent, Each ADDITIONAL PARI CASH FLOW DEBT AGENT From Time to Time Party Hereto, GATES GLOBAL LLC, as the Borrower, OMAHA HOLDINGS LLC, as Holdings, and the Other Grantors From Time to Time Party Hereto (December 27th, 2017)

ABL INTERCREDITOR AGREEMENT, dated as of July 3, 2014 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), among CITIBANK, N.A., as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original ABL Agent), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the Cash Flow Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original Cash Flow Agent), GATES GLOBAL LLC, a Delaware limited liability company (the Borrower), and OMAHA HOLDINGS LLC, a Delaware limited liability company (Holdings), and each of the Subsidiaries of the Borrower listed on the signature pages hereto (the Subsidiary Grantors and together with the Borrower and Holdings, the Initial Grantors).

AP Gaming Holdco, Inc. – Page ARTICLE VI. MISCELLANEOUS SECTION 6.01. Notices 27 SECTION 6.02. Security Interest Absolute 28 SECTION 6.03. Limitation by Law 28 SECTION 6.04. Binding Effect; Several Agreement 28 SECTION 6.05. Successors and Assigns 28 SECTION 6.06. Agents Fees and Expenses 28 SECTION 6.07. Agent Appointed Attorney-In- Fact 29 SECTION 6.08. GOVERNING LAW 30 SECTION 6.09. Waivers; Amendment 30 SECTION 6.10. WAIVER OF JURY TRIAL 31 SECTION 6.11. Severability 31 SECTION 6.12. Counterparts 31 SECTION 6.13. Headings 31 SECTION 6.14. Jurisdiction; Consent to Service of Process 31 SECTION 6.15. Termination or R (December 19th, 2017)
Swift Energy Company – This Is the Intercreditor Agreement Referred to in the Loan Documents Referred to Herein. (December 19th, 2017)

Reference is made to (a) the First Amended and Restated Credit Agreement dated as April 19, 2017 (as amended, restated, amended and restated, supplemented, modified or Refinanced from time to time in accordance with the terms of this Agreement, the "First Lien Credit Agreement"), among the Borrower, the lenders from time to time party thereto (the "First Lien Lenders") and the First Lien Administrative Agent, (b) the Note Purchase Agreement dated as of even date hereof (as amended, restated, amended and restated, supplemented, modified or Refinanced from time to time in accordance with the terms of this Agreement, the "Second Lien Note Purchase Agreement"), by and among the Borrower, holders from time to time party thereto and the Second Lien Collateral Agent, and (c) the Security Documents referred to in the First Lien Credit Agreement and the Second Lien Note Purchase Agreement.

Intercreditor Agreement (November 28th, 2017)

This INTERCREDITOR AGREEMENT, dated as of November 28, 2017, is made by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, WTNA), 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); COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH (CBA), as Class AA Liquidity Provider, Class A Liquidity Provider and 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 VII, the Subordination Agent).

Mutual Lien Intercreditor Agreement (November 9th, 2017)

THIS Mutual Lien Intercreditor Agreement (this Agreement) dated as of October 10, 2017 is entered into between SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (Lender), and CARLISLE INVESTMENTS INC, a British Virgin Islands company (Creditor).

INTERCREDITOR AGREEMENT Dated as of November 8, 2017 Among Wells Fargo Bank, National Association, as Initial ABL Agent and Wilmington Trust, National Association, as Initial Term Agent and Acknowledged and Agreed to by Pioneer Energy Services Corp., as the Company and the Other Grantors Referred to Herein (November 8th, 2017)

This INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"), is dated as of November 8, 2017, and entered into by and among Wells Fargo Bank, National Association, as agent for the holders of the Initial ABL Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the "Initial ABL Agent"), and Wilmington Trust, National Association, as agent for the holders of the Initial Term Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the "Initial Term Agent") and acknowledged and agreed to by Pioneer Energy Services Corp. (the "Company"), and the other Grantors (as defined below). Capitalized terms used in this Agreement have the meanings set forth in Section 1 below.

AP Gaming Holdco, Inc. – Page ARTICLE VI. MISCELLANEOUS SECTION 6.01. Notices 27 SECTION 6.02. Security Interest Absolute 28 SECTION 6.03. Limitation by Law 28 SECTION 6.04. Binding Effect; Several Agreement 28 SECTION 6.05. Successors and Assigns 28 SECTION 6.06. Agents Fees and Expenses 28 SECTION 6.07. Agent Appointed Attorney-In- Fact 29 SECTION 6.08. GOVERNING LAW 30 SECTION 6.09. Waivers; Amendment 30 SECTION 6.10. WAIVER OF JURY TRIAL 31 SECTION 6.11. Severability 31 SECTION 6.12. Counterparts 31 SECTION 6.13. Headings 31 SECTION 6.14. Jurisdiction; Consent to Service of Process 31 SECTION 6.15. Termination or R (October 16th, 2017)

COLLATERAL AGREEMENT dated and effective as of June 6, 2017 (this Agreement), among AP GAMING I, LLC, a Delaware limited liability company (the Borrower), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a Subsidiary Party) and JEFFERIES FINANCE LLC, as Collateral Agent (together with its successors and permitted assigns in such capacity, the Agent) for the Secured Parties (as defined below).

Intercreditor Agreement (October 13th, 2017)

This Intercreditor Agreement is entered into as of October 10, 2017, by and between HERITAGE BANK OF COMMERCE ("Bank"), and MONTAGE CAPITAL II, L.P. ("Montage"). Bank and Montage are sometimes referred to herein individually as a "Lender" and collectively, as the "Lenders."

Abl-Notes Intercreditor Agreement (October 6th, 2017)

This ABL-NOTES INTERCREDITOR AGREEMENT (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), is dated as of October 5, 2017, and entered into by and among Unisys Corporation, a Delaware corporation (the "Company"), certain subsidiaries of the Company (the "Guarantors"), JPMorgan Chase Bank, N.A., in its capacity as agent for the ABL Lenders (including its successors and assigns from time to time, the "ABL Agent") and Wells Fargo Bank, National Association, in its capacity as collateral trustee (including its successors and assigns from time to time, the "Collateral Trustee") for (i) the First Lien Trustee and the First Lien Noteholders and (ii) any future Priority Lien Representative or Priority Lien Claimholders. As described in more detail in Section 8.10 hereof, this Agreement is intended to be binding on all Claimholders and Priority Lien Representatives, as well as the ABL Agent and th

Penn Virginia – INTERCREDITOR AGREEMENT Dated as of September 29, 2017 Among PENN VIRGINIA HOLDING CORP., as Company, PENN VIRGINIA CORPORATION, as Parent THE SUBSIDIARIES OF THE COMPANY PARTY HERETO, as Grantors WELLS FARGO BANK, NATIONAL ASSOCIATION, as First Lien Administrative Agent, and JEFFERIES FINANCE LLC, as Second Lien Collateral Agent (October 5th, 2017)

This INTERCREDITOR AGREEMENT dated as of September 29, 2017 (this Agreement), is among PENN VIRGINIA HOLDING CORP. (the Company), PENN VIRGINIA CORPORATION (the Parent), EACH OTHER GRANTOR PARTY HERETO from time to time (the Subsidiary Grantors and together with the Company and the Parent, the Loan Parties and each a Loan Party), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the First Lien Lenders (as defined below) (in such capacity, together with any successor administrative agent to the extent permitted under the terms of the First Lien Credit Agreement, the First Lien Administrative Agent), and JEFFERIES FINANCE LLC, as administrative agent and collateral agent for the Second Lien Lenders (as defined below) (in such capacities, together with any successor administrative agent and/or collateral agent to the extent permitted by the terms of the Second Lien Credit Agreement, the Second Lien Collateral Agent).

Notice of Amendment and Confirmation of Intercreditor Agreement (September 26th, 2017)

THIS NOTICE OF AMENDMENT AND CONFIRMATION OF INTERCREDITOR AGREEMENT (this Agreement) is entered into as of September 22, 2017 by and between BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent for the Revolving Credit Lenders under the Revolving Credit Agreement (Revolving Credit Collateral Agent), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral trustee for the Term Secured Parties, the Additional Term Secured Parties, if any, and the Subordinated Lien Secured Parties, if any, in each case, referenced in the Intercreditor Agreement referred to below (including its successors and assigns from time to time, the Collateral Trustee) and MRC GLOBAL INC., a Delaware corporation (MRC Global) and certain of its subsidiaries.

Notice of Amendment and Confirmation of Intercreditor Agreement (September 26th, 2017)

THIS NOTICE OF AMENDMENT AND CONFIRMATION OF INTERCREDITOR AGREEMENT (this Agreement) is entered into as of September 22, 2017 by and between BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent for the Revolving Credit Lenders under the Revolving Credit Agreement (Revolving Credit Collateral Agent), JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Term Lenders as of the date hereof (in such capacity, the Term Agent), U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral trustee for the Term Secured Parties, the Additional Term Secured Parties, if any, and the Subordinated Lien Secured Parties, if any, in each case, referenced in the Intercreditor Agreement referred to below (including its successors and assigns from time to time, the Collateral Trustee) and MRC GLOBAL INC., a Delaware corporation (MRC Global) and certain of its subsidiaries.

Ocean Rig UDW Inc. – Intercreditor Agreement (September 22nd, 2017)

This INTERCREDITOR AGREEMENT (this "Agreement") is made as of the 22 day of September 2017, by and among OCEAN RIG UDW INC. (the "Parent"), DRILLSHIP HYDRA OWNERS INC. ("Hydra"), DRILLSHIP PAROS OWNERS INC. ("Paros"), DRILLSHIP KITHIRA OWNERS INC. ("Kithira"), DRILLSHIP SKOPELOS OWNERS INC. ("Skopelos"), DRILLSHIP SKIATHOS OWNERS INC. ("Skiathos"), DRILLSHIP SKYROS OWNERS INC. ("Skyros"), DRILLSHIP KYTHNOS OWNERS INC. ("Kythnos"), AGON SHIPPING INC. ("Agon"), DRILL RIGS HOLDINGS INC. ("DRH"), DRILLSHIP OCEAN VENTURES INC. ("DOV"), DRILLSHIPS VENTURES PROJECTS INC. ("DVP"), DRILLSHIPS FINANCING HOLDINGS INC. ("DFH"), DRILLSHIPS PROJECTS INC. ("DPI"), OCEAN RIG 1 INC. ("ORIG 1") and OCEAN RIG 2 INC. ("ORIG 2" and together with Hydra, Paros, Kithira, Skopelos, Skiathos, Skyros, Kythnos, Agon, DRH, DOV, DVP, DFH, DPI and ORIG 1, collectively, as borrowers under the Second Lien Credit Agreement (as defined below), in such capacity, the "Second Lien Borrowers"), DOV and DVP, as the borrowers

Staffing 360 Solutions, Inc. – Intercreditor Agreement (September 19th, 2017)

THIS INTERCREDITOR AGREEMENT (this "Agreement") is entered into as of September 15, 2017, among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Term Note (as defined below) and as secured party under the Term Debt Documents (as defined below) ("Term Note Purchaser"), STAFFING 360 SOLUTIONS, INC., a Delaware corporation ("Parent"), certain of the Parent's subsidiaries party hereto, and MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust, as Agent for the financial institutions or other entities from time to time parties to the ABL Loan Agreement (as hereinafter defined) (acting in such capacity, "Agent"), and as a "Lender" under the ABL Loan Agreement, or such then present holder or holders of the ABL Loans (as hereinafter defined) as may from time to time exist (as the "Lenders" under the ABL Loan Agreement; collectively with the Agent, the "ABL Lenders"). Reference in this Agreem

Castle (A.M.) & Co. – Intercreditor Agreement (September 6th, 2017)

INTERCREDITOR AGREEMENT dated as of August 31, 2017 (this "Intercreditor Agreement" as hereinafter further defined), among PNC 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), and Wilmington Savings Fund Society, FSB, in its capacities as indenture trustee and collateral agent for the Second Lien Secured Parties (in such capacities, "Second Lien Agent" as hereinafter further defined).

ABL INTERCREDITOR AGREEMENT Dated as of August 29, 2017 Among BNP PARIBAS, as ABL Collateral Agent and BNP PARIBAS, as Term Loan Collateral Agent and Acknowledged and Agreed to by GREEN PLAINS GRAIN COMPANY LLC, as the ABL Borrower and the Other ABL Grantors Referred to Herein (August 29th, 2017)

This ABL INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), is dated as of August 29, 2017, and entered into by and among BNP PARIBAS (BNPP), as collateral agent for the holders of the ABL Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the ABL Collateral Agent) and BNPP, as collateral agent for the holders of the Term Loan Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the Term Loan Collateral Agent) and acknowledged and agreed to by GREEN PLAINS GRAIN COMPANY LLC, a Delaware limited liability company (the ABL Borrower) and the other ABL Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

ABL INTERCREDITOR AGREEMENT Dated as of August 29, 2017 Among PNC BANK, NATIONAL ASSOCIATION, as ABL Collateral Agent and BNP PARIBAS, as Term Loan Collateral Agent and Acknowledged and Agreed to by GREEN PLAINS TRADE GROUP LLC, as the ABL Borrower and the Other ABL Grantors Referred to Herein (August 29th, 2017)

This ABL INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), is dated as of August 29, 2017, and entered into by and among PNC BANK, NATIONAL ASSOCIATION, as agent for the holders of the ABL Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the ABL Collateral Agent) and BNP PARIBAS, as collateral agent for the holders of the Term Loan Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the Term Loan Collateral Agent) and acknowledged and agreed to by GREEN PLAINS TRADE GROUP LLC, a Delaware limited liability company (the ABL Borrower), GREEN PLAINS COMMODITY MANAGEMENT LLC (GP Commodity) and the other ABL Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

Citigroup Commercial Mortgage Trust 2017-B1 – INTERCREDITOR AGREEMENT Dated as of August 29, 2017 by and Between MORGAN STANLEY Bank, N.A. (Note a Holder) and MORGAN STANLEY Bank, N.A. (Note B Holder) TKG 4 Retail Portfolio (August 29th, 2017)

This INTERCREDITOR AGREEMENT (this "Agreement"), dated as of August 29, 2017, by and between MORGAN STANLEY BANK, N.A. ("Morgan Stanley Bank"), as holder of Note A (in such capacity, together with its successors and assigns, the "Note A Holder"), and Morgan Stanley Bank, as holder of Note B (in such capacity, together with its successors and assigns, the "Note B Holder").

ABL INTERCREDITOR AGREEMENT Dated as of August 29, 2017 Among BANK OF THE WEST and ING CAPITAL LLC, as Joint ABL Agent and BNP PARIBAS, as Term Loan Collateral Agent and Acknowledged and Agreed to by GREEN PLAINS CATTLE COMPANY LLC, as the ABL Grantor (August 29th, 2017)

This ABL INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), is dated as of August 29, 2017, and entered into by and among BANK OF THE WEST and ING CAPITAL LLC, as joint administrative agents for the holders of the ABL Obligations (as defined below) (together with its successors and assigns from time to time, each, an ABL Agent and in such joint capacity, the Joint ABL Agent) and BNP PARIBAS, as collateral agent for the holders of the Term Loan Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the Term Loan Collateral Agent) and acknowledged and agreed to by GREEN PLAINS CATTLE COMPANY LLC, a Delaware limited liability company (the ABL Grantor). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.