Intercreditor Agreement Sample Contracts

heckmann – Notwithstanding Anything Herein to the Contrary, the Exercise of Any Right or Remedy by the Agent or Any Other Guarantied Party Hereunder Is Subject to the Limitations and Provisions Contained in the Subordination Agreement Dated as of October 5, 2018 (As Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the Intercreditor Agreement), Among Acf Finco I Lp, as Senior Agent, Wilmington Savings Fund Society, Fsb, as Second Lien Agentand Wilmington Savings Fund Society, Fsb, as Subordinated Agent. In the Event of Any Conflict Between the Terms of the Intercreditor Agreement a (October 11th, 2018)
Digital Power Corporation – Intercreditor Agreement (October 3rd, 2018)

This Intercreditor Agreement (as supplemented or modified from time to time in accordance with the terms hereof, this "Agreement"), dated as of October 3, 2018, is entered into among ALPPS LLC, as the First Lien Creditor, the Second Lien Creditor, the Collateral Agent, and Super Crypto Mining, Inc., a Delaware corporation (together with its successors by merger, the "Borrower") (each capitalized term being used as defined below).

EnVen Energy Corp – INTERCREDITOR AGREEMENT Among ENERGY VENTURES GoM LLC, the Other Grantors Party Hereto, BANK OF MONTREAL, as Senior Representative, WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Second Priority Representative, and Each Additional Representative From Time to Time Party Hereto, Dated as of February 15, 2018 (October 2nd, 2018)
Saexploration Holdings Inc. – Intercreditor Agreement (October 2nd, 2018)
PARI PASSU INTERCREDITOR AGREEMENT Dated as of March 30, 2017 Among CREDIT SUISSE AG, as Tranche C Term Administrative Agent for the Applicable PP&E Credit Agreement Secured Parties CITIBANK, N.A., as Collateral Trustee WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Initial Other Authorized Representative, and Each Additional Authorized Representative From Time to Time Party Hereto AND ACKNOWLEDGED AND AGREED TO BY FEDERAL-MOGUL LLC (As Successor by Merger to Federal-Mogul Holdings LLC (F/K/a Federal Mogul Holdings Corporation)) and the Other Grantors Party Hereto (October 1st, 2018)
Mount TAM Biotechnologies, Inc. – Intercreditor Agreement (September 26th, 2018)

This Intercreditor Agreement ("Agreement") is entered into as of the 18th day of September 2018, by and among Mount Tam Biotechnologies, Inc., a Nevada corporation ("Borrower"), 0851229 BC Ltd. ("BC"), Fromar Investments, LP, a Delaware limited partnership ("Fromar"), and Climate Change Investigation, Innovation and Investment Company, LLC, a California limited liability company ("CC3IC"). BC, Fromar and CC3IC are jointly referred to herein as the "Creditors".

Amendment No. 1 to Intercreditor Agreement (September 19th, 2018)
Tetra Technologies, Inc. – Intercreditor Agreement (September 13th, 2018)

INTERCREDITOR AGREEMENT (this "Agreement"), dated as of September 10, 2018, among JPMorgan Chase Bank, N.A., as ABL Representative (in such capacity, with its successors and assigns, and as more specifically defined below, the "ABL Representative") for the ABL Secured Parties (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Term Loan Representative (in such capacity, with its successors and assigns, and as more specifically defined below, the "Term Loan Representative") for the Term Loan Secured Parties (as defined below), and each of the Loan Parties (as defined below) party hereto.

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – Dated 1 December 2016 (November 30, 2016 New York Time) Intercreditor Agreement Between Bank of China Limited, Macau Branch Credit Facility Agent Bank of China Limited, Macau Branch Credit Facility Lender Deutsche Bank Trust Company Americas Senior Secured 2019 Note Trustee Deutsche Bank Trust Company Americas Senior Secured 2021 Note Trustee Industrial and Commercial Bank of China (Macau) Limited Common Security Agent DB Trustees (Hong Kong) Limited Intercreditor Agent Studio City Investments Limited as Parent Studio City Company Limited as the Company and Others White & Case 9th Floor Centra (September 7th, 2018)
Charles & Colvard – Intercreditor Agreement (September 7th, 2018)

THIS INTERCREDITOR AGREEMENT, dated as of July 13, 2018 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), is by and among CHARLES & COLVARD, LTD. ("C&C"), CHARLES & COLVARD DIRECT, LLC ("C&C Direct"), CHARLESANDCOLVARD.COM, LLC ("C&C.COM"); (C&C, C&C Direct and C&C.COM are sometimes referred to herein individually as an "Obligor" and collectively as "Obligors"), CREE, INC. ("Cree"), and WHITE OAK COMMERCIAL FINANCE, LLC ("White Oak").

CURO Group Holdings Corp. – Intercreditor Agreement (August 27th, 2018)
Endologix Inc – Intercreditor Agreement (August 10th, 2018)
Victory Energy Corp – Intercreditor Agreement (August 2nd, 2018)

INTERCREDITOR AGREEMENT, dated as of July 31, 2018 (this "Agreement"), by and among Victory Oilfield Tech, Inc., a Nevada corporation (the "Borrower"), Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (the "Guarantor"), Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company ("Kodak"), Stewart Matheson, an individual ("Matheson") and Visionary Private Equity Group I, LP, a Missouri limited partnership ("VPEG I" and together with Kodak and Matheson, the "Lenders" and each individually, a "Lender").

Summit Semiconductor Inc. – Intercreditor Agreement (July 2nd, 2018)

This INTERCREDITOR AGREEMENT, dated as of May 16, 2017 (this "Agreement"), is made and entered into by and among Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"), each Subordinated Party identified on the signature pages hereto (the "Subordinated Parties" and each, a "Subordinated Party") and each Senior Party identified on the signature pages hereto (the "Senior Parties" and each, a "Senior Party").

Summit Semiconductor Inc. – Intercreditor Agreement (July 2nd, 2018)

This INTERCREDITOR AGREEMENT, dated as of May 16, 2017 (this "Agreement"), is made and entered into by and among Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"), each Subordinated Party identified on the signature pages hereto (the "Subordinated Parties" and each, a "Subordinated Party") and each Senior Party identified on the signature pages hereto (the "Senior Parties" and each, a "Senior Party").

SENIOR-JUNIOR LIEN INTERCREDITOR AGREEMENT Dated as of June 22, 2018 Among CHS/COMMUNITY HEALTH SYSTEMS, INC., as Borrower, COMMUNITY HEALTH SYSTEMS, INC., as Holdings, the Subsidiaries of the Borrower From Time to Time Party Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Initial Senior-Priority Collateral Agent, REGIONS BANK, as Initial Junior-Priority Collateral Agent and Each Additional Agent From Time to Time Party Hereto (June 25th, 2018)

SENIOR-JUNIOR LIEN INTERCREDITOR AGREEMENT, dated as of June 22, 2018, among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as collateral agent for the Senior-Priority Secured Parties (as defined below) (in such capacity, the Initial Senior-Priority Collateral Agent, as hereinafter further defined), REGIONS BANK, in its capacity as collateral agent for the Junior-Priority Secured Parties (as defined below) (in such capacity, the Initial Junior-Priority Collateral Agent, as hereinafter further defined), CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the Borrower, as hereinafter further defined), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (Holdings, as hereinafter further defined), the Subsidiaries of the Borrower from time to time party hereto and each Additional Agent (as defined below) from time to time party hereto as Agent (as defined below) for the Additional Holders (as defined below).

AMENDED AND RESTATED ABL INTERCREDITOR AGREEMENT Dated as of June 22, 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, REGIONS BANK, as Junior-Priority Collateral Agent, REGIONS BANK, as 2023 Junior-Priority Secured Notes Trustee, REGIONS BANK, as 2024 Junior-Priority Secured Notes Trustee, Each Additional Agent From Time to Time Party Hereto, CHS/COMMUNITY HEALTH SYSTEMS, INC., as Borrower, (June 25th, 2018)

THIS AMENDED AND RESTATED ABL INTERCREDITOR AGREEMENT is entered into as of June 22, 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), REGIONS BANK, in its capacity as collatera

JUNIOR-PRIORITY LIEN PARI PASSU INTERCREDITOR AGREEMENT Among REGIONS BANK, as Collateral Agent, REGIONS BANK, in Its Capacity as Trustee Under the 2023 Notes Indenture, REGIONS BANK, in Its Capacity as Trustee Under the 2024 Notes Indenture, and Each Additional Authorized Representative From Time to Time Party Hereto Dated as of June 22, 2018 (June 25th, 2018)

JUNIOR-PRIORITY LIEN PARI PASSU INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of June 22, 2018, among REGIONS BANK, as collateral agent for the Junior-Priority Secured Parties (in such capacity and together with its successors in such capacity, the Collateral Agent), REGIONS BANK, in its capacity as trustee under the 2023 Notes Indenture (in such capacity and together with its successors in such capacity, the 2023 Notes Authorized Representative), REGIONS BANK, in its capacity as trustee under the 2024 Notes Indenture (in such capacity and together with its successors in such capacity, the 2024 Notes Authorized Representative), and each additional Authorized Representative from time to time party hereto for the Additional Junior-Priority Secured Parties of the Series with respect to which it is acting in such capacity (in such capacity and together with its successors in such capacity, the Additional Authorized Representative).

First Amendment to Abl/Term Loan Intercreditor Agreement (June 19th, 2018)

THIS FIRST AMENDMENT TO ABL/TERM LOAN INTERCREDITOR AGREEMENT (this Agreement), dated as of June 19, 2018, is entered into by and among SUNTRUST BANK, as agent for the ABL Secured Parties (the ABL Agent), ROYAL BANK OF CANADA, as administrative agent for the Term Loan Secured Parties (the Term Loan Agent), and INSTALLED BUILDING PRODUCTS, INC., a Delaware corporation (the Borrower), on behalf of itself and the other Grantors.

Westmoreland Coal Company – INTERCREDITOR AGREEMENT Dated as of June 5, 2018 by and Among (June 11th, 2018)

This INTERCREDITOR AGREEMENT is dated as of June 5, 2018 and entered into by and among WESTMORELAND COAL COMPANY, a Delaware corporation (the "Issuer"), the Grantors (as defined below) party hereto, WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent for the lenders party to the Bridge Loan Agreement (as defined below) (together with its successors, the "Bridge Loan Agent"), U.S. BANK NATIONAL ASSOCIATION, in its capacity as Notes Collateral Agent for the holders of the Indenture Secured Parties (as defined below) (together with its successors in such capacity, the "Notes Collateral Agent") and WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent for the Credit Agreement Secured Parties (as defined below) (together with its successors, the "Term Loan Collateral Agent"). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

Electric Vehicle Research Corp – Intercreditor Agreement (June 6th, 2018)

This INTERCREDITOR AGREEMENT (the "Agreement") is executed effective as of June 1, 2018, by and between the holders of $4,190,463 million principal amount of notes originally issued on August 3, 2017, as amended as of the date hereof ("August 2017 Notes"), holders of up to $3.0 million principal amount of notes originally issued on June 1, 2018 ("May 2018 Notes" and collectively with the August 2017 Notes, the "Notes" and the holders of such Notes are referred to as the "Noteholders" or "Holders"), Puritan Partners, LLC, agent to the Noteholders ("Agent"), Oncolix, Inc., a Florida corporation ("Oncolix-Florida") and Oncolix, Inc., a Delaware corporation ("Oncolix-Delaware" and collectively with Oncolix-Florida, the "Company").

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:

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – Dated 1 December 2016 (November 30, 2016 New York Time) Intercreditor Agreement Between Bank of China Limited, Macau Branch Credit Facility Agent Bank of China Limited, Macau Branch Credit Facility Lender Deutsche Bank Trust Company Americas Senior Secured 2019 Note Trustee Deutsche Bank Trust Company Americas Senior Secured 2021 Note Trustee Industrial and Commercial Bank of China (Macau) Limited Common Security Agent DB Trustees (Hong Kong) Limited Intercreditor Agent Studio City Investments Limited as Parent Studio City Company Limited as the Company and Others White & Case 9th Floor Centra (March 23rd, 2018)
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.