Definition of A/S/W Intercredictor Agreement

A/S/W Intercredictor Agreement means that certain Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and among the Lender and Gordon Snyder, an individual, and Ivy Investment Management Company, as administrative agent for the Waddell Lenders (as defined therein), as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with its terms.