Amended and Restated Intercreditor Agreement by and among Bank of America, N.A., CLMG Corp., Wilmington Savings Fund Society, FSB, and U.S. Well Services, LLC, dated June 24, 2021

Exhibit 10.7

Execution Version

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

by and among

BANK OF AMERICA, N.A.,

as ABL Agent,

CLMG CORP.,

as Term Loan Agent,

WILMINGTON SAVINGS FUND SOCIETY, FSB

as Notes Agent

and

U.S. WELL SERVICES, LLC,

for purposes of Sections 5.5(g), 5.5(h) and 9.3(c)

Dated as of June 24, 2021

Relating to:

U.S. WELL SERVICES, INC.,

USWS HOLDINGS LLC,

U.S. WELL SERVICES, LLC

and

CERTAIN OF THEIR AFFILIATES

TABLE OF CONTENTS

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EXHIBITS:

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AMENDED AND RESTATED INTERCREDITOR AGREEMENT

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of June 24, 2021, by and among

RECITALS

A.    Pursuant to that certain ABL Credit Agreement dated as of May 7, 2019 (as amended, restated, supplemented, modified, renewed or Refinanced in accordance with the terms of this Agreement, the “ABL Credit Agreement”) among U.S. WELL SERVICES, INC. a Delaware corporation (the “Parent”), USWS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Borrower, the financial institutions, lenders and investors party from time to time to the ABL Credit Agreement (as defined below) (including any letter of credit issuers under the ABL Credit Agreement) (such financial institutions, lenders and investors, together with their respective successors and assigns, the “ABL Lenders”), the ABL Agent, and the other parties thereto, the ABL Lenders have agreed to make certain loans and other extensions of credit to or for the account of the Borrower.

B.    As a condition to the effectiveness of the ABL Credit Agreement and to secure the obligations of the Borrower and the ABL Guarantors under and in connection with the ABL Loan Documents, the Borrower and the ABL Guarantors have granted to the ABL Agent (for the benefit of the ABL Secured Parties) Liens on the ABL Collateral.

C.    Pursuant to that certain Term Loan Credit Agreement dated as of May 7, 2019 (as amended, restated, supplemented, modified, renewed or Refinanced in accordance with the terms of this Agreement, the “Term Loan Credit Agreement”) among the Parent, Holdings, the Borrower, the financial institutions, lenders and investors party from time to time to the Term Loan Credit Agreement, (as defined below) (such financial institutions, lenders and investors, together with their respective successors and assigns, the “Term Loan Lenders”) and the Term Loan Agent, the Term Loan Lenders have agreed to make certain loans to the Borrower.

D.    As a condition to the effectiveness of the Term Loan Credit Agreement and to secure the obligations of the Borrower and the Term Loan Guarantors under and in connection with the Term Loan Documents, the Borrower and the Term Loan Guarantors have granted to the Term Loan Agent (for the benefit of the Term Loan Secured Parties) Liens on the Term Loan Collateral.

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E.    Pursuant to that certain Note Purchase Agreement dated of even date herewith (as amended, restated, supplemented, modified, renewed or Refinanced in accordance with the terms of this Agreement, the “Note Purchase Agreement”) among the Parent, purchasers party thereto, as purchasers (the “Notes Secured Parties”) and the Notes Agent, the Parent has agreed to issue and the Notes Secured Parties agreed to purchase certain 16% Convertible Senior Secured (Third Lien) PIK Notes due 2026.

F.    As a condition to the effectiveness of the Note Purchase Agreement and to secure the obligations of the Parent and the other Note Parties under and in connection with the Notes Documents, the Parent and the other Note Parties have granted to the Notes Agent (for the benefit of itself and the Purchasers) Liens on the Notes Collateral

G.    Each of the ABL Agent (on behalf of the ABL Secured Parties), the Term Loan Agent (on behalf of the Term Loan Secured Parties), and the Notes Agent (on behalf of the Notes Secured Parties) and, by their acknowledgment hereof, the ABL Loan Parties, the Term Loan Parties and the Note Parties desire to agree to the relative priority of Liens on the Collateral and certain other rights, priorities and interests as provided herein.

H.    The ABL Agent (on behalf of the ABL Secured Parties), the Term Loan Agent (on behalf of the Term Loan Secured Parties), and Borrower desire to amend and restate in its entirety that certain Intercreditor Agreement dated May 7, 2019 (as amended prior to the date hereof, the “Original Intercreditor Agreement”), to which they are parties on the terms and conditions set forth in this Agreement.

AGREEMENT

Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1    DEFINITIONS; RULES OF CONSTRUCTIONS.

1.1    Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABL Agent” shall have the meaning assigned to that term in the preamble to this Agreement.

“ABL Cash Collateral” shall have the meaning set forth in Section 6.1.

“ABL Cash Management Bank” shall mean any “Cash Management Bank” as defined in the ABL Credit Agreement.

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“ABL Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, upon which a Lien is granted or purported to be granted to the ABL Agent under any of the ABL Collateral Documents; provided, that the ABL Collateral shall at no time include the Excluded ABL Collateral.

“ABL Collateral Documents” shall mean the “Collateral Documents” (as defined in the ABL Credit Agreement).

“ABL Credit Agreement” shall have the meaning set forth in the recitals to this Agreement.

“ABL Declined Lien” shall have the meaning set forth in Section 2.3 hereof.

“ABL DIP Financing” shall have the meaning set forth in Section 6.1.

“ABL Guarantors” shall mean the “Guarantors” as defined in the ABL Guarantee and

Collateral Agreement.

“ABL Hedge Bank” shall mean “Hedge Bank” (as defined in the ABL Credit Agreement) party to a Specified ABL Hedging Agreement.

“ABL Lender Cash Management Obligations” shall mean “all ABL Obligations in respect, of any Secured Cash Management Agreement” as defined in the ABL Credit Agreement.

“ABL Lender Hedging Obligations” shall mean all ABL Obligations in respect of any “Secured Cash Management Agreement” as defined in the ABL Credit Agreement.

“ABL Lenders” shall have the meaning assigned to that term in the recitals to this Agreement.

“ABL Loan Documents” shall mean the ABL Credit Agreement and the “Loan Documents” as defined in the ABL Credit Agreement.

“ABL Loan Parties” shall mean the “Loan Parties” as defined in the ABL Credit Agreement.

“ABL Loans” shall mean “Loans” as defined in the ABL Credit Agreement.

“ABL Obligations” shall mean any and all Obligations of every nature of each ABL Loan Party from time to time owed to the ABL Secured Parties, or any of them, under, in connection with, or evidenced or secured by any ABL Loan Document, including, without limitation, all the “Obligations,” or similar term as defined in the ABL Credit Agreement as in effect on the date hereof.

“ABL Priority Collateral” shall mean all Common Collateral consisting of the following:

(1)    all Accounts, other than Accounts which constitute identifiable proceeds of Term Loan Priority Collateral (including proceeds from the sale, license, assignment or other disposition of Inventory to a third party not in connection with the provision of services);

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(2)    all Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper) to the extent evidencing, governing, securing or otherwise related to Accounts described in sub-clause (1);

(3)    all collection accounts, Deposit Accounts (other than Deposit Accounts that constitute Term Loan Priority Collateral), lock-boxes, securities accounts (other than securities accounts that constitute Term Loan Priority Collateral) and commodity accounts (other than securities accounts that constitute Term Loan Priority Collateral) and any cash or other assets and all “Cash Equivalents” as defined in the ABL Credit Agreement on the date hereof (or as modified from time to time to the extent such modifications are permitted under Section 5.3) in any such accounts (other than identifiable cash proceeds in respect of real estate, Fixtures or Equipment or other Term Loan Priority Collateral (including proceeds from the sale, license, assignment or other disposition of Inventory to a third party not in connection with the provision of services)); excluding (i) the Reinvestment Account, (ii) the Loss Proceeds Account and (iii) the Prepayment Account, which, in the case of clause (i), (ii) and (iii), constitute Term Loan Priority Collateral;

(4)    Indebtedness representing on-lent ABL Loans and any intercompany revolving loan notes to the extent evidencing such Indebtedness;

(5)    to the extent evidencing or governing any of the items referred to in the preceding sub-clauses (1) through (4), all Documents, Documents of Title, General Intangibles (including all Payment Intangibles but excluding Intellectual Property), Instruments (including promissory notes and except to the extent relating to the sale, license, assignment or other disposition of Term Loan Priority Collateral (including proceeds from the sale, license, assignment or other disposition of Inventory to a third party not in connection with the provision of services)), Letter-of-Credit Rights and Commercial Tort Claims or other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing;

(6)    to the extent evidencing or governing any of the items referred to in the preceding sub-clauses (1) through (5), all Supporting Obligations;

(7)    all books and records relating to the foregoing (including all books, databases, customer lists and records, whether tangible or electronic, that contain any information relating to any of the foregoing); and

(8)    all collateral security and guarantees with respect to any of the foregoing and all cash, Money, Instruments, Securities, Financial Assets, Deposit Accounts and insurance payments directly received as proceeds of any ABL Priority Collateral.

“ABL Recovery” shall have the meaning set forth in Section 6.5.

“ABL Secured Parties” shall mean any ABL Cash Management Bank and any ABL Hedge Bank, together with the ABL Agent and the ABL Lenders and any other Secured Parties under, and as defined in, the ABL Credit Agreement.

“ABL Security Agreement” shall mean the ABL Security Agreement dated as of the date hereof among the Parent, Holdings, the other ABL Loan Parties party thereto and the ABL Agent, as amended, restated, supplemented or otherwise modified from time to time.

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“ABL Standstill Period” shall have the meaning set forth in Section 3.1(b).

“ABL/Term Loan Cash Collateral” shall have the meaning set forth in Section 6.1.

“Additional Debt” shall have the meaning set forth in Section 9.3(e).

“Agent” shall mean each of the ABL Agent, the Term Loan Agent and the Notes Agent.

“Agreement” shall have the meaning assigned to such term in the preamble to this Agreement.

“Bank of America” shall mean Bank of America, N.A. and its successors.

“Bankruptcy Code” shall mean Title 11 of the United States Code (11 U.S.C. § 101, et seq.).

“Borrower” shall have the meaning assigned to that term in the recitals to this Agreement.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Las Vegas, Nevada are authorized or required by law to remain closed.

“Call Premium” shall have the meaning set forth in the Term Loan Credit Agreement.

“cash collateral” shall mean any Common Collateral consisting of Money or cash equivalents, any Security Entitlement and any Financial Assets.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” shall mean, collectively, the ABL Collateral, the Term Loan Collateral and the Notes Collateral.

“Common Collateral” shall mean, at any time, Collateral in which holders of any ABL Obligations (or the ABL Agent), holders of any Term Loan Obligations (or the Term Loan Agent), and holders of any Notes Obligations hold or are permitted pursuant to the applicable ABL Loan Documents, Term Loan Documents or Notes Documents to hold a Lien at such time; provided that Common Collateral does not include the Excluded ABL Collateral.

“Credit Agreements” shall mean, collectively, the ABL Credit Agreement and the Term Loan Credit Agreement.

“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deposit Account Collateral” shall mean that part of the Common Collateral comprised of and/or contained in Deposit Accounts.

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“DIP Financing” shall have the meaning set forth in Section 6.1.

“Discharge of ABL Obligations” shall mean, the time at which all of the ABL Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto) have been paid in full in cash, all Letters of Credit (as defined in the ABL Credit Agreement as in effect on the date hereof) have expired or been terminated (other than Letters of Credit for which other arrangements reasonably satisfactory to the ABL Agent and each applicable L/C Issuer (or similar term) (as defined in the ABL Credit Agreement as in effect on the date hereof) have been made), all Commitments (as defined in the ABL Credit Agreement as in effect on the date hereof) have been terminated and any ABL Lender Hedging Obligations and ABL Lender Cash Management Obligations have either been paid in full, cash collateralized on terms reasonably satisfactory to each applicable counterparty (or other arrangements reasonably satisfactory to the applicable counterparty shall have been made) or are no longer secured by the Collateral pursuant to the terms of the ABL Credit Agreement; provided that the Discharge of ABL Obligations shall not be deemed to have occurred if such payments are made with the proceeds of other ABL Obligations that constitute an exchange or replacement for or a Refinancing of such ABL Obligations, subject to compliance with Section 5.3 and 9.3 hereof. In the event the ABL Obligations are modified and the Obligations in respect thereof are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code or other applicable Debtor Relief Law, the ABL Obligations shall be deemed to be discharged when the final payment is made, in cash, in respect of such Obligations and any obligations pursuant to such new indebtedness shall have been satisfied.

“Discharge of Notes Obligations” shall mean, the time at which all Notes Obligations (other than contingent indemnification as to which no claim has been asserted by the Person entitled thereto) have been converted into equity interests of Parent or into a license agreement under the terms of the Note Purchase Agreement and the Notes. In the event any class of Notes Obligations is modified and the Obligations in respect thereof are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code or other applicable Debtor Relief Law, such Notes Obligations shall be deemed to be discharged when the final payment is made in cash in respect of such Obligations or all Notes Obligations have been converted into equity interest of Parent or into a license agreement under the terms of the Note Purchase Agreement, in respect of such Obligations.

“Discharge of Term Loan Obligations” shall mean, the time at which all the Term Loan Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto) have been paid in full in cash, all letters of credit (if any) under the Term Loan Credit Agreement have expired or been terminated (other than letters of credit for which other arrangements reasonably satisfactory to the Term Loan Agent and each applicable issuing bank (or similar term) under the Term Loan Credit Agreement) have been made and all Commitments (as defined in the Term Loan Credit Agreement as in effect on the date hereof) have been terminated, and any Term Loan Lender Hedge Obligations and Term Loan Cash Management Obligations have either been paid in full, cash collateralized on terms reasonably satisfactory to each applicable counterparty (or other arrangements reasonably satisfactory to the applicable counterparty shall have been made) or are no longer secured by the Collateral pursuant to the terms of the Term Loan Credit Agreement; provided that the Discharge of Term Loan Obligations shall not be deemed to have occurred if such payments are made with the proceeds of

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other Term Loan Obligations that constitute an exchange or replacement for or a Refinancing of such Obligations or Term Loan Obligations, subject to compliance with Section 9.3. In the event any class of Term Loan Obligations is modified and the Obligations in respect thereof are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code or other applicable Debtor Relief Law, such Term Loan Obligations shall be deemed to be discharged when the final payment is made, in cash, in respect of such Obligations and any obligations pursuant to such new indebtedness shall have been satisfied.

“Equity Interests” shall have the meaning given to the term in the Credit Agreements as in effect on the date hereof.

“Excluded ABL Collateral” shall mean the Initial Growth Capex Reserve Account, in the name of, otherwise held or owned by, each Grantor that is held at Beal Bank USA and/or any of its affiliates.

“Exercise Any Secured Creditor Remedies” or “Exercise of Any Secured Creditor Remedies” shall mean, except as otherwise provided in the final sentence of this definition:

(a)    the taking by any Secured Party of any action to enforce or realize upon any Lien, including the institution of any foreclosure proceedings or the noticing of any public or private sale pursuant to Article 9 of the Uniform Commercial Code or other applicable law;

(b)    the exercise by any Secured Party of any remedy provided to a secured creditor on account of a Lien under any of the ABL Loan Documents, the Term Loan Documents, or the Notes Documents, as applicable, under applicable law, in an Insolvency Proceeding or otherwise, including the election to retain any of the Common Collateral in satisfaction of a Lien;

(c)    the taking of any action by any Secured Party or the exercise of any right or remedy by any Secured Party in respect of the collection on, set off against, marshaling of, injunction respecting or foreclosure on the Common Collateral or the proceeds thereof;

(d)    the appointment, directly or on the application of a Secured Party or of a trustee, receiver, receiver and manager, interim receiver or similar official of all or part of the Common Collateral;

(e)    the sale, lease, license or other disposition of all or any portion of the Common Collateral by private or public sale conducted by a Secured Party or by any other means at the direction of a Secured Party permissible under applicable law (including, without limitation, any sale, transfer or other disposition effected pursuant to Section 5.1(a)(ii) or 5.1(b)(ii) hereof);

(f)    the exercise of any other right of a secured creditor under Part 6 of Article 9 of the Uniform Commercial Code or under provisions of similar effect or other applicable law;

(g)    the exercise by a Secured Party of any voting rights relating to any Equity Interest included in the Common Collateral; or

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(h)    the delivery of any notice, claim or demand relating to the Common Collateral to any Person (including any securities intermediary, depository bank or landlord) in possession or control of any Common Collateral;

For the avoidance of doubt, none of the following shall be deemed to constitute an Exercise of Any Secured Creditor Remedies: (i) the filing of a proof of claim in any Insolvency Proceeding of any Loan Party or seeking adequate protection in compliance with this Agreement, (ii) the exercise of rights by the ABL Agent upon the occurrence of a Cash Dominion Trigger Period (as defined in the ABL Credit Agreement as in effect on the date hereof) of the type provided in the ABL Credit Agreement as in effect on the date hereof (or any substantially similar provision in any replacement ABL Credit Agreement), including the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent in accordance with the ABL Credit Agreement (or any substantially similar provision in any replacement ABL Credit Agreement), (iii) filing any necessary or appropriate responsive or defensive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Agent or Secured Party, to the extent not in contravention of this Agreement, (iv) subject to the restrictions set forth in this definition and not otherwise in contravention of this Agreement, filing any pleadings, objections, motions or agreements which assert rights or interests available to secured creditors solely with respect to the Term Loan Priority Collateral, in the case of the Term Loan Secured Parties, or the ABL Priority Collateral, in the case of the ABL Secured Parties, as applicable, (v) voting on any Plan in any Insolvency Proceeding of any Loan Party, (vi) the consent by the ABL Agent or the ABL Secured Parties to a going out of business sale or other disposition by any Grantor of any of the ABL Priority Collateral (other than after the occurrence of an “Event of Default” as defined in the ABL Credit Agreement as in effect on the date hereof), (vii) the changing of advance rates, ineligibles or sublimits by the ABL Agent and the ABL Secured Parties, (viii) the imposition or modification of the Availability Reserve (as defined in the ABL Credit Agreement as in effect on the date hereof) by the ABL Agent, (ix) the acceleration of loans under the ABL Credit Agreement, the Term Loan Credit Agreement or the Note Purchase Agreement in accordance with the terms hereof, (x) the consent of the Term Loan Agent to the disposition by any Grantor of any Term Loan Priority Collateral (other than after the occurrence of an “Event of Default” as defined in the Term Loan Credit Agreement as in effect on the date hereof), (xi) the imposition of a default rate, or (xii) the conversion of the Notes Obligations into equity interests of Parent or into a license agreement pursuant to the terms of the Note Purchase Agreement and the Notes issued thereunder.

“Exit Fees” shall have the meaning set forth in the Term Loan Credit Agreement.

“First Priority Agent” shall mean, with respect to (a) any ABL Priority Collateral, the ABL Agent, and (b) any Term Loan Priority Collateral, the Term Loan Agent.

“First Priority Claims” shall mean, with respect to (a) any ABL Priority Collateral, the ABL Obligations, and (b) any Term Loan Priority Collateral, the Term Loan Obligations.

“First Priority Secured Parties” shall mean, with respect to (a) any ABL Priority Collateral, the ABL Secured Parties, and (b) any Term Loan Priority Collateral, the Term Loan Secured Parties.

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“Grantors” shall mean the Parent, Holdings, the Borrower, the other ABL Loan Parties, the other Term Loan Parties and the other Notes Parties.

“Hedging Agreement” shall mean a (i) “Hedge Agreement” as such term is defined in the Term Loan Credit Agreements or (ii) “Secured Hedge Agreement” as such term is defined in the ABL Credit Agreement.

“Holdings” shall have the meaning set forth in the preamble to this Agreement.

“Indebtedness” shall (i) in the case of the Term Loan Credit Agreement, shall mean “Debt” as such term is defined in the Term Loan Credit Agreement in effect on the date hereof and (ii) in the case of the ABL Credit Agreement, shall have the meaning provided in the ABL Credit Agreement as in effect on the date hereof.

“Initial Growth Capex Reserve Account” shall have the meaning give to the term in the Term Loan Credit Agreement as of the date hereof.

“Insolvency Proceeding” shall mean (a) any case commenced by or against any Grantor under the Bankruptcy Code or any other Debtor Relief Law, any other proceeding for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshaling of the assets or liabilities of any Grantor, any receivership or assignment for the benefit of creditors relating to any Grantor or any similar case or proceeding relative to any Grantor or its creditors, as such, or with respect to any material portion of any Grantor’s property, in each case whether or not voluntary; (b) any liquidation, dissolution, marshaling of assets or liabilities or other winding up of or relating to any Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or (c) any other proceeding of any type or nature in which substantially all claims of creditors of any Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Intellectual Property” shall have the meaning set forth in each of the Specified Collateral Documents in effect on the date hereof (whether or not such agreements are then in effect).

“Intercreditor Agreement Joinder” shall mean, with respect to any Grantor or any New ABL Agent or New Term Loan Agent, an agreement substantially in the form of Exhibit A hereto, executed by the applicable Grantor, New ABL Agent, New Term Loan Agent, and delivered by it to the Term Loan Agent, the ABL Agent and the Notes Agent.

“Lien” shall have the meaning given to the term in the Credit Agreements as in effect on the date hereof.

“Loans” shall mean the collective reference to the ABL Loans and the Term Loans.

“Loss Proceeds Account” shall have the meaning give to the term in the Term Loan Credit Agreement as of the date hereof.

“New ABL Agent” shall have the meaning set forth in Section 9.3(c).

“New Term Loan Agent” shall have the meaning set forth in Section 9.3(c).

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“New York Courts” shall have the meaning set forth in Section 9.7.

“Note Purchase Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Notes” shall mean the 16% Convertible Senior Secured (Third Lien) PIK Notes due 2026 issued by Parent under the Note Purchase Agreement on the initial closing date and any additional notes issued by the Parent under the Note Purchase Agreement thereafter.

“Notes Agent” shall have the meaning assigned to that term in the preamble to this Agreement.

“Notes Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, upon which a Lien is granted or purported to be granted to the Notes Agent under any of the Notes Documents.

“Notes Collateral Documents” shall mean the Notes Security Agreement and each of the collateral documents, instrument and agreements delivered pursuant to the Note Purchase Agreement (including intellectual property security agreements) that creates or purports to create a Lien in favor of the Notes Agent for the benefit of the Notes Secured Parties, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“Notes Documents” shall mean the Notes, the Notes Collateral Documents, and all of the “Transaction Documents” as defined in the Note Purchase Agreement.

“Notes Obligations” shall mean any and all Obligations of every nature of each Notes Party from time to time owed to the Notes Secured Parties, or any of them, under, in connection with, or evidenced or secured by any Notes Document, including, without limitation, all the “Note Obligations,” or similar term as defined in the Note Purchase Agreement as in effect on the date hereof.

“Notes Parties” shall mean the Parent, Holdings, Borrower and any of the “Grantors” as defined in or party to the Notes Security Agreement.

“Notes Secured Parties” shall mean the Notes Agent and the Purchasers under and as defined in, the Note Purchase Agreement.

“Notes Security Agreement” shall mean that certain Guarantee and Third Lien Collateral Agreement, dated as of the date hereof among the Parent, Holdings, the other Notes Parties party thereto and the Notes Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Obligations” shall mean, with respect to any Person, any payment, performance or other obligations of such Person of any kind, including any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any Insolvency Proceeding. Without limiting the generality of the foregoing, the Obligations of any

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Grantor under any ABL Loan Document, Term Loan Document or Notes Document include the obligations to pay principal, reimbursement obligations under letters of credit, interest (including all interest, fees and expenses that, but for the filing of a petition in bankruptcy with respect to any Grantor, would have accrued on any such obligations, whether or not a claim therefor is allowed or allowable against such Grantor in such bankruptcy proceeding) or premium on any Indebtedness, letter of credit commissions (if applicable), charges, expenses, fees, yield maintenance (including Yield Maintenance Fees (if applicable)), Exit Fees (if applicable), premiums (including Call Premium (if applicable)), attorneys’ fees and disbursements, indemnities, and other amounts payable by such Grantor to reimburse any amount in respect of any of the foregoing that any ABL Secured Party, any Term Loan Secured Party or any Notes Secured Party, in each case in its sole discretion, many elect to pay or advance on behalf of such Grantor.

“Parent” shall have the meaning set forth in the recitals to this Agreement.

“Patent” shall have the meaning set forth in each of the Specified Collateral Documents in effect on the date hereof (whether or not such agreements are then in effect).

“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Plan” shall mean any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency Proceeding under the Bankruptcy Code or any other Debtor Relief Laws.

“Pledged Collateral” shall mean the Common Collateral in the possession of the ABL Agent (or its agents or bailees), the Term Loan Agent (or its agents or bailees), or the Notes Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code or other applicable law.

“Prepayment Account” shall have the meaning give to the term in the Term Loan Credit Agreement as of the date hereof.

“Refinance” shall mean, in respect of any Indebtedness, to refinance, extend, renew, retire, defease, amend, modify, supplement, amend and restate, restructure, replace, refund or repay, or to issue other Indebtedness in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Reinvestment Account” shall have the meaning give to the term in the Term Loan Credit Agreement as of the date hereof.

“Required Lenders” shall mean, with respect to any Credit Agreement, those Lenders (as defined under the applicable Credit Agreement) the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of or consent to any departure from such Credit Agreement (or would be required to effect such consent under this Agreement if such consent were treated as an amendment of the Credit Agreement).¹

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“Second Priority Agent” shall mean, with respect to (a) any ABL Priority Collateral, the Term Loan Agent, and (b) any Term Loan Priority Collateral, the ABL Agent.

“Second Priority Claims” shall mean, with respect to (a) any ABL Priority Collateral, the Term Loan Obligations, and (b) any Term Loan Priority Collateral, the ABL Obligations.

“Second Priority Documents” shall mean, with respect to (a) any ABL Priority Collateral, the Term Loan Documents, and (b) any Term Loan Priority Collateral, the ABL Loan Documents.

“Second Priority Secured Parties” shall mean, with respect to (a) any ABL Priority Collateral, the Term Loan Secured Parties, and (b) any Term Loan Priority Collateral, the ABL Secured Parties.

“Secured Parties” shall mean the collective reference to the ABL Secured Parties, the Term Loan Secured Parties, and the Notes Secured Parties.

“Specified ABL Hedging Agreement” shall mean a “Specified Hedge Agreement” as such term is defined in the ABL Credit Agreement.

“Specified Collateral Documents” shall mean the ABL Security Agreement, the Term Security Agreement, and the Notes Security Agreement.

“Specified Term Loan Hedging Agreement” shall mean a “Specified Hedge Agreement” as such term is defined in the Term Loan Credit Agreement.

“Subsidiary” shall mean any “Subsidiary” of Parent under (and as defined in) each of the Credit Agreements as in effect on the date hereof.

“Term Declined Lien” shall have the meaning set forth in Section 2.3 hereof.

“Term DIP Financing” shall have the meaning set forth in Section 6.1.

“Term Loan Agent” shall have the meaning set forth in the preamble to this Agreement.

“Term Loan Cash Collateral” shall have the meaning set, forth in Section 6.1.

“Term Loan Cash Management Bank” shall mean any “Qualified Counterparty” (as defined in the Term Loan Credit Agreement) holding any Term Loan Obligations constituting Term Loan Lender Cash Management Obligations.

“Term Loan Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, upon which a Lien is granted or purported to be granted to the Term Loan Agent under any of the Term Loan Collateral Documents, including the Initial Growth Capex Account.

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“Term Loan Collateral Documents” shall have the meaning set forth in the Term Loan Credit Agreement.

“Term Loan Credit Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Term Loan Documents” shall mean “Loan Documents” as defined in the Term Loan Credit Agreement.

“Term Loan Guarantors” shall mean the “Guarantors” as defined in the Term Loan Credit Agreement.

“Term Loan Hedge Bank” shall mean each “Qualified Counterparty” (as defined in the Term Loan Credit Agreement) party to a Specified Term Loan Hedging Agreement.

“Term Loan Lender Cash Management Obligations” shall mean “Cash Management Obligations” as defined in the Term Loan Credit Agreement.

“Term Loan Lender Hedging Obligations” shall mean all amounts owing under any Specified Term Loan Hedging Agreement.

“Term Loan Lenders” shall have the meaning set forth in the preamble to this Agreement.

“Term Loan Obligations” shall mean any and all Obligations of every nature of each Term Loan Party from time to time owed to the Term Loan Secured Parties, or any of them, under, in connection with, or evidenced or secured by any Term Loan Document, including, without limitation, all the “Obligations,” or similar term as defined in the Term Loan Credit Agreement as in effect on the date hereof.

“Term Loan Parties” shall mean the “Loan Parties” as defined in the Term Loan Credit Agreement.

“Term Loan Priority Collateral” shall mean all Common Collateral other than ABL Priority Collateral, and all collateral security and guarantees with respect to any Term Loan Priority Collateral, and all cash, Money, Instruments, Securities, Financial Assets and Deposit Accounts directly received as proceeds of, or constituting, any Term Loan Priority Collateral, including, without limitation, Equipment, Inventory sold, licensed, assigned or otherwise disposed of a third party not in connection with the provision of services, Intellectual Property, the Loss Proceeds Account, the Prepayment Account and the Reinvestment Account (each as defined the Term Loan Credit Agreement as in effect on the date hereof).

“Term Loan Recovery” shall have the meaning set forth in Section 6.5 hereof.

“Term Loan Secured Parties” shall mean any Term Loan Cash Management Bank and any Term Loan Hedge Bank, together with the Term Loan Agent and the Term Loan Lenders and any other Secured Parties under, and as defined in the Term Loan Credit Agreement.

“Term Loans” shall mean the “Loans” as defined in the Term Loan Credit Agreement.

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“Term Loan Standstill Period” shall have the meaning set forth in Section 3.1(a).

“Term Security Agreement” shall mean the Term Loan Guarantee and Collateral Agreement, dated as of the date hereof among the Parent, Holdings, the other Term Loan Parties party thereto and the Term Loan Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Third Priority Agent” shall mean the Notes Agent.

“Third Priority Claims” shall mean the Notes Obligations.

“Third Priority Documents” shall mean the Notes Documents.

“Third Priority Secured Parties” shall mean the Notes Secured Parties.

“Trademark” shall have the meaning set forth in each of the Specified Collateral Documents, each as in effect on the date hereof (whether or not such agreements are then in effect).

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, perfection or the effect of perfection or non-perfection or the priority of a security interest in any Collateral or the availability of any remedy is governed by the Uniform Commercial Code as in effect in a United States jurisdiction other than New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other United States jurisdiction for purposes of the provisions of any Loan Document relating to such perfection or effect of perfection or non-perfection or priority or availability of such remedy, as the case may be.

“WSFS” shall mean Wilmington Savings Fund Society, FSB and its successors and assigns.

“Yield Maintenance Fees” shall have the meaning set forth in the Term Loan Credit Agreement.

1.2    Rules of Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting and shall be deemed to be followed by the phrase “without limitation,” and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, clause, schedule and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement to any agreement, instrument or document shall include all alterations, amendments, changes, restatements, extensions, modifications, renewals, substitutions, joinders and supplements thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, restatements, extensions, modifications, renewals, substitutions, joinders and supplements set forth herein). Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Except as otherwise provided herein, any reference herein to the repayment in full of an obligation shall mean the payment in full in cash of such obligation, or in such other manner as may be approved in writing by the requisite holders or representatives in respect of such obligation.

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1.3    UCC Definitions. The following terms, which are defined in uncapitalized form or otherwise used in the Uniform Commercial Code are used herein as so defined or used, as the context requires:

Accounts, Cash Equivalents, Chattel Paper, Deposit Account, Document, Document of Title, Electronic Chattel Paper, Equipment, Financial Asset, Fixtures, General Intangible, Instrument, Inventory, Letter-of-Credit Right, Money, Payment Intangible, Proceeds, Records, Securities, Securities Account, Security Entitlement, Supporting Obligation and Tangible Chattel Paper.

SECTION 2    PRIORITY OF LIENS.

2.1    Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the ABL Agent for the benefit of the ABL Secured Parties on the Common Collateral, granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties on the Common Collateral, or granted to the Notes Agent for the benefit of the Notes Secured Parties on the Common Collateral, (ii) any provision of the UCC, the Bankruptcy Code, or any other applicable Debtor Relief Law or other law or the ABL Loan Documents, the Term Loan Documents, or the Notes Documents, (iii) whether the ABL Agent, the Term Loan Agent, or the Notes Agent either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the ABL Agent, on behalf of itself and each ABL Secured Party, the Term Loan Agent, on behalf of itself and each applicable Term Loan Secured Party, and the Notes Agent, on behalf of itself and each applicable Notes Secured Party hereby agree that:

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All Liens on the ABL Priority Collateral securing any ABL Obligations shall be and remain senior in all respects and prior to all Liens on the ABL Priority Collateral securing any Term Loan Obligations or Notes Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. All Liens on the Term Loan Priority Collateral securing any Term Loan Obligations shall be and remain senior in all respects and prior to all Liens on the Term Loan Priority Collateral securing any ABL Obligations or Notes Obligations for all purposes, whether or not such Liens securing any Term Loan Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person.

2.2    Prohibition on Contesting Liens. The ABL Agent, for itself and on behalf of each ABL Secured Party, the Term Loan Agent, for itself and on behalf of each Term Loan Secured Party, and the Notes Agent, for itself and on behalf of each Notes Secured Party agrees that it shall

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not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency Proceeding), the validity, perfection, priority or enforceability of (a) any Lien securing any ABL Obligations held (or purported to be held) by or on behalf of the ABL Agent or any of the ABL Secured Parties or any agent, or trustee, receiver, interim receiver or similar Person therefor in any ABL Collateral, (b) any Lien securing any Term Loan Obligations held (or purported to be held) by or on behalf of any Term Loan Secured Party in any Term Loan Collateral, or (c) any Lien securing any Notes Obligations held (or purported to be held) by or on behalf of any Notes Secured Party in any Notes Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed (x) to prevent or impair the rights of the ABL Agent or any ABL Secured Party to enforce this Agreement (including the priority of the Liens securing the ABL Obligations as provided in Section 2.1 with respect to any Collateral, including any ABL Priority Collateral) or any of the ABL Loan Documents or (y) to prevent or impair the rights of a Term Loan Agent or any Term Loan Secured Party to enforce this Agreement (including the priority of the Liens securing the Term Loan Obligations as provided in Section 2.1 with respect to any Collateral, including any Term Loan Priority Collateral) or any of the Term Loan Documents.

2.3    No New Liens.

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Notwithstanding anything in this Agreement to the contrary, Excluded ABL Collateral shall only constitute Term Loan Collateral subject to a lien in favor of the Term Loan Agent and shall in no event constitute ABL Collateral, Notes Collateral, or Common Collateral and shall not be subject to any lien in favor of the ABL Agent hereunder or under any ABL Document and shall not be subject to a lien in favor of the Notes Agent hereunder or under any Notes Document.

2.4    Perfection of Liens. With respect to any portion of the Common Collateral, except as expressly set forth in Section 5.5, neither the First Priority Agent nor the First Priority Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of (a) the Second Priority Agent and the Second Priority Secured Parties, or (b) the Third Priority Agent and the Third Priority Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties as a class, the Term Loan Secured Parties as a class, and the Notes Secured Parties as a class, and shall not impose on the ABL Agent, the Term Loan Agent, the Notes Agent, the ABL Secured Parties, the Term Loan Secured Parties, the Notes Secured Parties, or any agent, trustee, receiver, interim receiver or similar Person therefor any obligations in respect of the disposition of proceeds of any Common Collateral that would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

2.5    Waiver of Marshaling.

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SECTION 3    ENFORCEMENT.

3.1    Exercise of Remedies.

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Subject to the provisos in clause (ii) of Section 3.1(a) above and Section 5.6 and 6.2, (i) the Term Loan Agent, for itself and on behalf of each applicable Term Loan Secured Party, agrees that the Term Loan Agent and the Term Loan Secured Parties will not take any action that would hinder any Exercise of Any Secured Creditor Remedies undertaken by the ABL Agent or the ABL Secured Parties with respect to the ABL Priority Collateral under the ABL Loan Documents, including any sale, lease, exchange, transfer or other disposition of the ABL Priority Collateral, whether by foreclosure or otherwise, and (ii) the Term Loan Agent, for itself and on behalf of each applicable Term Loan Secured Party, hereby waives any and all rights it or any such Term Loan Secured Party may have as a junior lien creditor or otherwise with respect to the ABL Priority Collateral to object to the manner in which the ABL Agent or the ABL Secured Parties seek to enforce or collect the

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ABL Obligations with respect to the ABL Priority Collateral or the Liens granted in any of the ABL Priority Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Agent or ABL Secured Parties is adverse to the interests of the Term Loan Secured Parties in the ABL Priority Collateral. Subject to the provisos in clause (ii) of Section 3.1(b) above and Section 5.6 and 6.2, (i) the ABL Agent, for itself and on behalf of each ABL Secured Party, agrees that the ABL Agent and the ABL Secured Parties will not take any action that would hinder any Exercise of Any Secured Creditor Remedies undertaken by the Term Loan Agent or the Term Loan Secured Parties with respect to the Term Loan Priority Collateral under the Term Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Term Loan Priority Collateral, whether by foreclosure or otherwise, and (ii) the ABL Agent, for itself and on behalf of each ABL Secured Party, hereby waives any and all rights it or any ABL Secured Party may have as a junior lien creditor or otherwise with respect to the Term Loan Priority Collateral to object to the manner in which the Term Loan Agent or the Term Loan Secured Parties seek to enforce or collect the Term Loan Obligations with respect to the Term Loan Priority Collateral or the Liens granted in any of the Term Loan Priority Collateral, regardless of whether any action or failure to act by or on behalf of the Term Loan Agent or Term Loan Secured Parties is adverse to the interests of the ABL Secured Parties in the Term Loan Priority Collateral. The Notes Agent, for itself and on behalf of each applicable Notes Secured Party, agrees that the Notes Agent and the Notes Secured Parties will not take any action that would hinder any Exercise of Any Secured Creditor Remedies undertaken by the ABL Agent or the ABL Secured Parties with respect to the ABL Collateral or the Term Loan Priority Collateral under the ABL Loan Documents, or undertaken by the Term Loan Agent or the Term Loan Secured Parties with respect to the Term Loan Priority Collateral or ABL Priority Collateral under the Term Loan Documents including any sale, lease, exchange, transfer or other disposition of the Term Loan Collateral, whether by foreclosure or otherwise, and (ii) the Notes Agent, for itself and on behalf of each other Notes Secured Party, hereby waives any and all rights it or any other Notes Secured Party may have as a junior lien creditor or otherwise with respect to the ABL Collateral to object to the manner in which the ABL Agent, the other ABL Secured Parties, the Term Loan Agent or the Term Loan Secured Parties seek to enforce or collect the ABL Obligations or the Term Loan Obligations (as applicable) with respect to the ABL Collateral or the Liens granted in any of the ABL Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Agent, the other ABL Secured Parties, Term Loan Agent or the other Term Loan Secured Parties is adverse to the interests of the Notes Secured Parties in the ABL Collateral, and (iii) the Notes Agent, for itself and on behalf of each other Notes Secured Parties, hereby waives any and all rights it or any such Note Secured Party may have as a junior lien creditor or otherwise with respect to the Term Loan Collateral to object to the manner in which the Term Loan Agent, the other Term Loan Secured Parties, the ABL Agent or the other ABL Secured Parties seek to enforce or collect the Term Loan Obligations or the ABL Obligations (as applicable) with respect to the Term Loan Collateral or the Liens granted in any of the Term Loan Collateral, regardless of whether any action or failure to act by or on behalf of the Term Loan Agent or Term Loan Secured Parties is adverse to the interests of the Notes Secured Parties in the Term Loan Collateral.

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3.2    Actions Upon Breach.

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SECTION 4    PAYMENTS.

4.1    Revolving Nature of ABL Obligations. The Term Loan Agent on behalf of itself and the Term Loan Lenders, and the Notes Agent on behalf of itself and the Notes Secured Parties, each expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Priority Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Priority Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement and the Term Loan Credit Agreement shall constitute the Exercise of Any Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that subject to Sections 5.3 and 9.3, the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Term Loan Secured Parties or the Notes Secured Parties and without affecting the provisions hereof; and (iii) all ABL Priority Collateral or the proceeds thereof received by the ABL Agent may be applied, reversed, reapplied, credited or reborrowed, in whole or in part, to the ABL Obligations at any time in accordance with the provisions of this Agreement; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Any Secured Creditor Remedies or the date on which an Insolvency Proceeding commences, all ABL Priority Collateral and the proceeds thereof received by the ABL Agent or any ABL Lender shall, except as otherwise provided in Section 6, shall be applied as specified in this Section 4. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the ABL Obligations, the Term Loan Obligations, or the Notes Obligations, or any portion thereof.

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4.2    Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Loan Agent and the Notes Agent each hereby agree that all ABL Priority Collateral and the proceeds thereof, including (x) whatever is recoverable or recovered when any ABL Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily, including any additional or replacement ABL Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding on account of, or from, ABL Priority Collateral, an interest in the ABL Priority Collateral or the value of any ABL Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any ABL Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by ABL Priority Collateral, in each case, received by either of them from the Exercise of Any Secured Creditor Remedies, or in connection with any Insolvency Proceeding (including for this purpose, any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral by a Grantor with the consent of the ABL Agent at any time that an Event of Default under the ABL Credit Agreement has occurred and is continuing), shall, except as otherwise expressly provided in Section 6.10, shall be applied:

4.3    Application of Proceeds of Term Loan Priority Collateral. The ABL Agent, the Term Loan Agent and the Notes Agent each hereby agree that all Term Loan Priority Collateral and proceeds thereof, including (x) whatever is recoverable or recovered when any Term Loan Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily, including any additional or replacement Term Loan Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding on account of, or from, Term Loan Priority Collateral, an interest in the Term Loan Priority Collateral or the value of any Term Loan Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Term Loan Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by Term Loan Priority Collateral, in each case received by either of them from the Exercise of Any Secured Creditor Remedies, or in connection with any Insolvency Proceeding (including for this purpose, any sale, transfer or other disposition of all or any portion of the Term Loan Priority Collateral by a Grantor with the consent of the Term Loan Agent at any time that an Event of Default under the Term Loan Credit Agreement has occurred and is continuing), shall, except as otherwise expressly provided in Section 6.10, shall be applied:

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4.4    Payments Over.

(ii)    On and after the occurrence of the Discharge of ABL Obligations, any ABL Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered

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when any ABL Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement ABL Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, ABL Priority Collateral, an interest in the ABL Priority Collateral or the value of any ABL Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any ABL Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by ABL Priority Collateral, received by the Notes Agent or any Notes Secured Party in connection with the Exercise of Any Secured Creditor Remedy relating to the ABL Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and held in trust for the benefit of and forthwith paid over to the Term Loan Agent (and/or its designees) for the benefit of the Term Loan Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Loan Agent is hereby authorized to make any such endorsements as agent for the Notes Agent or any such Notes Secured Party. This authorization is coupled with an interest and is irrevocable.

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(ii)    On and after the occurrence of the Discharge of Term Loan Obligations, any Term Loan Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any Term Loan Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement Term Loan Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, Term Loan Priority Collateral, an interest in the Term Loan Priority Collateral or the value of any Term Loan Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Term Loan Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by Term Loan Priority Collateral, received by the Notes Agent, or any Notes Secured Party in connection with the Exercise of Any Secured Creditor Remedy relating to the Term Loan Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and held in trust for the benefit of and forthwith paid over to the ABL Agent (and/or its designees) for the benefit of the ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Notes Agent or any Notes Secured Party. This authorization is coupled with an interest and is irrevocable.

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SECTION 5    OTHER AGREEMENTS.

5.1    Releases.

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then (whether or not any Insolvency Proceeding is pending at the time) the Liens in favor of the Term Loan Secured Parties and the Notes Secured Parties upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Obligations (and, as applicable, the guarantee granted by any Term Loan Guarantor or Notes Party that, as a result of such sale, transfer or other disposition is no longer a Subsidiary of Holdings) are released and discharged; provided that the proceeds of such sale, transfer or other disposition shall be applied as specified in the ABL Credit Agreement or, after the Discharge of ABL Obligations, the Term Loan Credit Agreement; provided, further, that if the Exercise of Any Secured Creditor Remedies has occurred in respect of any ABL Obligations such proceeds shall be applied in accordance with Section 4 hereof. Upon delivery to the Term Loan Agent and the Notes Agent of a notice from the ABL Agent stating that any release or discharge of Liens by the ABL Agent or, after the Discharge of ABL Obligations, the Term Loan Agent securing or supporting the ABL Obligations or, after the Discharge of ABL Obligations, the Term Loan Obligations on any ABL Priority Collateral has become effective (or shall become effective upon the Term Loan Agent’s and Notes Agent’s release), the Term Loan Agent and the Notes Agent will each promptly execute, file and deliver such instruments, releases, termination statements, discharges or other documents (including UCC-3 termination statements, or discharges or registration, mortgage releases, and termination of USPTO and copyright filings) confirming such release or discharge or non-crystallization on customary terms at the expense of the Borrower.

The Term Loan Agent, for itself and on behalf of each applicable Term Loan Secured Party, hereby irrevocably constitutes and appoints (which appointment being coupled with an interest) the ABL Agent and any officer or agent of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Term Loan Agent or such Term Loan Secured Party (as applicable) or in the ABL Agent’s own name, from time to time in the ABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(a), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the

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ABL Agent shall not exercise such power of attorney unless the Term Loan Agent have failed to comply with their obligations under this Section 5.1(a) within two Business Days after demand by the ABL Agent.

The Notes Agent, for itself and on behalf of each applicable Notes Secured Party, hereby irrevocably constitutes and appoints (which appointment being coupled with an interest) the ABL Agent and any officer or agent of the ABL Agent and, after the Discharge of ABL Obligations, the Term Loan Agent and any officer or agent of the Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Notes Agent or such Notes Secured Party (as applicable) or in the ABL Agent’s or, after the Discharge of ABL Obligations, Term Loan Agent’s own name, from time to time in the ABL Agent’s or, after the Discharge of ABL Obligations, the Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(a), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the ABL Agent or the Term Loan Agent (as applicable) shall not exercise such power of attorney unless the Notes Agent has failed to comply with their obligations under this Section 5.1(a) within two Business Days after demand by the ABL Agent or the Term Loan Agent (as applicable).

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then (whether or not any Insolvency Proceeding is pending at the time) the Liens in favor of the ABL Secured Parties and the Notes Secured Parties upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Obligations (and, as applicable, the guarantee granted by any ABL Guarantor or any Notes Party that, as a result of such sale, transfer or other disposition is no longer a Subsidiary of Holdings) are released and discharged; provided that the proceeds of such sale, transfer or other disposition shall be applied as specified in the Term Loan Credit Agreement or, after the Discharge of Term Loan Obligations, the ABL Credit Agreement; provided, further, that, if the Exercise of Any Secured Creditor Remedies has occurred in respect of any Term Loan Obligations or, after the Discharge of Term Loan Obligations, the ABL Obligations, such proceeds shall be applied in accordance with Section 4 hereof. Upon delivery to the ABL Agent and the Notes Agent of a notice from the Term Loan Agent, or after the Discharge of Term Loan Obligations, the ABL Agent, stating that any release or discharge of Liens by the Term Loan Agent or the ABL Agent (as applicable) securing or supporting the Term Loan Obligations or, after the Discharge of Term Loan Obligations, the ABL Obligations on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s and Notes Agent’s release), the ABL Agent and the Notes Agent will each promptly execute, file and deliver such instruments, discharges, releases, termination statements, debt assignments or transfers or other documents (including UCC-3 termination statements, or discharges or registration, mortgage releases, and termination of USPTO and copyright filings) confirming such release or discharge or non-crystallization on customary terms at the expense of the Borrower.

The ABL Agent, for itself and on behalf of each ABL Secured Party, hereby irrevocably constitutes and appoints (which appointment being coupled with an interest) the Term Loan Agent and any office or agent of the Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Secured Party (as applicable) or in the Term Loan Agent’s own name, from time to time in the Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with its obligations under this Section 5.1(b) within two Business Days after demand by the Term Loan Agent.

The Notes Agent, for itself and on behalf of each Notes Secured Party, hereby irrevocably constitutes and appoints (which appointment being coupled with an interest) the Term Loan Agent and any office or agent of the Term Loan Agent, and after the Discharge of Term Loan Obligations, the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Notes Agent or such Notes Secured Party (as applicable) or in the Term Loan Agent’s, or after the Discharge of Term Loan Obligations, the ABL Agent’s own name, from time to time in the Term Loan Agent’s, or after the Discharge of Term Loan Obligation the ABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, discharges or

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registrations, endorsements or other instruments of transfer, discharge or release; provided that the Term Loan Agent, or after the Discharge of Term Loan Obligations, the ABL Agent, shall not exercise such power of attorney unless the Notes Agent has failed to comply with its obligations under this Section 5.1(b) within two Business Days after demand by the Term Loan Agent, or after the Discharge of Term Loan Obligation, the ABL Notes Agent.

5.2    Insurance.

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5.3    Amendments to ABL Loan Documents, Term Loan Documents and Notes Documents.

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5.4    Rights as Unsecured Creditors.

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5.5    First Priority Agent as Gratuitous Bailee for Perfection.

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5.6    Access to Premises and Cooperation.

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5.7    Required Provisions. Each party hereto agrees that each Credit Agreement, each Specified Collateral Document, and the Note Purchase Agreement shall contain the applicable provisions set forth on Schedule I hereto, or similar provisions approved by the ABL Agent and the Term Loan Agent, which approval shall not be unreasonably withheld or delayed.

SECTION 6    INSOLVENCY PROCEEDINGS.

6.1    DIP Financing.

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provided further that in the event such ABL DIP Financing does not satisfy the conditions set forth in the foregoing clauses (iv) and (v), then the Term Loan Agent and the other Term Loan Secured Parties may only oppose or object to such ABL DIP Financing on the basis of such clauses (iv) or (v) to the extent such opposition or objection is not otherwise inconsistent with any other term or provision of this Agreement.

The Term Loan Agent agrees that it shall not, and nor shall any of the Term Loan Secured Parties, directly or indirectly, provide, offer to provide, or support any debtor in possession financing or use of “cash collateral” (as defined under section 363 of the Bankruptcy Code (or any similar provision of any other Debtor Relief Law))secured by a Lien on the ABL Priority Collateral senior to or pari passu with the Liens securing the ABL Obligations. If, in connection with any ABL DIP Financing, any Liens on the ABL Priority Collateral held by the ABL Secured Parties to secure the ABL Obligations are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve- out,” or fees owed to the United States Trustee, then the Liens on the ABL Priority Collateral of the Term Loan Secured Parties securing the Term Loan Obligations shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the ABL Priority Collateral of the ABL Secured Parties consistent with this Agreement.

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provided further that in the event such Term Loan DIP Financing does not satisfy the conditions set forth in the foregoing clauses (iv) and (v), then the ABL Agent and the other ABL Secured Parties may only oppose or object to such Term Loan DIP Financing on the basis of such clauses (iv) or (v) to the extent such opposition or objection is not otherwise inconsistent with any other term or provision of this Agreement.

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The ABL Agent agrees that it shall not, and nor shall any of the ABL Secured Parties, directly or indirectly, provide, offer to provide, or support any debtor in possession financing or use of “cash collateral” (as defined under section 363 of the Bankruptcy Code (or any similar provision of any other Debtor Relief Law)) secured by a Lien on the Term Loan Priority Collateral senior to or pari passu with the Liens securing the Term Loan Obligations. If, in connection with any Term DIP Financing, any Liens on the Term Loan Priority Collateral held by the Term Loan Secured Parties to secure the Term Loan Obligations are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, then the Liens on the Term Loan Priority Collateral of the ABL Secured Parties securing the ABL Obligations, shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Term Loan Priority Collateral of the Term Loan Secured Parties consistent with this Agreement.

(c)    If the Borrower or any other Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations and the Discharge of Term Loan Obligations, and (1) the ABL Agent or any ABL Secured Parties and/or the (2) Term Loan Agent or the Term Loan Secured Parties, respectively, shall seek to provide the Borrower or any other Grantor with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code or similar provision of any other Debtor Relief Laws, including, without limitation, any ABL DIP Financing or Term Loan DIP Financing (any “DIP Financing”), or consent to any order for the use of any constituting “cash collateral” (as defined under Section 363 of the Bankruptcy Code (or any similar provision of any other Debtor Relief Law)) including ABL Cash Collateral and Term Loan Cash Collateral (herein, collectively, “ABL/Term Loan Cash Collateral”), then the Notes Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of ABL/Term Loan Cash Collateral or to the Liens securing the same, and will be deemed to consent to such DIP Financing and/or use of ABL/Term Loan Cash Collateral on the grounds of a failure to provide “adequate protection” for the Liens of the Notes Agent securing the Notes Obligations or on any other grounds (and will not, except as permitted by Section 6.3 hereof, request any adequate protection solely as a result of such DIP Financing or use of ABL/Term Loan Cash Collateral), and to the extent that the Liens securing any such DIP Financing are senior to or on parity with the Liens of the Term Loan Agent and the Term Loan Secured Parties and/or the Liens of the ABL Agent and the ABL Secured Parties, as applicable, then the Notes Agent, on behalf of itself and the Notes Secured Parties, will subordinate its Liens on such Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) and shall remain subordinated to the Liens on the Collateral of the Term Loan Agent and/or Term Loan Secured Parties and the Liens on the Collateral of the ABL Agent and/or the ABL Secured Parties consistent with this Agreement, provided, that:

(i)    the Notes Agent retains its Lien on the Collateral to secure the Notes Obligations (in each case, including proceeds thereof arising after the commencement of the case under any Debtor Relief Laws),

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provided further that in the event such DIP Financing does not satisfy the conditions set forth in the foregoing clauses (ii) and (iii), then the Notes Agent and the Notes Secured Parties, may only oppose or object to DIP Financing on the basis of such clauses (ii) or (iii) to the extent such opposition or objection is not otherwise inconsistent with any other term or provision of this Agreement.

The Notes Agent agrees that it shall not, and nor shall any of the Notes Secured Parties, directly or indirectly, provide, offer to provide, or support any debtor in possession financing or use of “cash collateral” (as defined under section 363 of the Bankruptcy Code (or any similar provision of any other Debtor Relief Law)) secured by a Lien on the Collateral senior to or pari passu with the Liens securing the Term Loan Obligations or the ABL Obligations. If, in connection with any DIP Financing or use of ABL/Term Loan Cash Collateral, any Liens on the Collateral are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, then the Liens on the Collateral of the Notes Agent and/or the Notes Secured Parties securing the Notes Obligations shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the Term Loan Agent and/or Term Loan Secured Parties and the Liens on the Collateral of the ABL Agent and/or the ABL Secured Parties consistent with this Agreement.

(d)    All Liens granted to the ABL Agent, the Term Loan Agent or the Notes Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Secured Parties to be and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement; provided that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing (including any ABL DIP Financing or Term Loan DIP Financing in accordance with this Section 6.1).

6.2    Relief from the Automatic Stay.

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6.3    Adequate Protection.

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(c)    The Notes Agent, on behalf of itself and the Notes Secured Parties, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely and unconditionally waived any right to contest):

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(A)    to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral except as may be consented to in writing by the ABL Agent in its sole and absolute discretion; provided, however, that subject to Section 6.1, the Term Loan Agent and the Term Loan Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on collateral so long as (1) the ABL Agent and the ABL Secured Parties have been granted adequate protection in the form of an additional or replacement Lien on such collateral, and (2) any such Lien on collateral of the same type as ABL Priority Collateral (and on any collateral granted as adequate protection for the ABL Agent and the ABL Secured Parties in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such collateral on the same basis as the other Liens of the Term Loan Agent on ABL Priority Collateral; and

(B)    to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion);

(A)    to seek or otherwise be granted any type of adequate protection in respect of Term Loan Priority Collateral except as may be consented to in writing by the Term Loan Agent in its sole and absolute discretion; provided, however, that subject to Section 6.1, the ABL Agent and ABL Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on collateral so long as (1) the Term Loan Agent and Term Loan Secured Parties have been granted adequate protection in the form of an additional or replacement Lien on such collateral, and (2) any such Lien on collateral of the same type as Term Loan Priority Collateral (and on any collateral granted as adequate protection for the Term Loan Agent and Term Loan Secured Parties in respect of their interest in such Term Loan Priority Collateral) is subordinated to the Liens of the Term Loan Agent in such collateral on the same basis as the other Liens of the ABL Agent on Term Loan Priority Collateral; and

(B)    to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from proceeds of Term Loan Priority Collateral (except as may be consented to in writing by the Term Loan Agent in its sole and absolute discretion);

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6.4    Post-Petition Interest.

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6.5    Avoidance Issues.

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This Section 6.5 shall survive the termination of this Agreement.

6.6    Application. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or similar provision of other Debtor Relief Laws, shall be applicable prior to and after the commencement of any Insolvency Proceeding. All references herein to any Grantor shall apply to any trustee, receiver, interim receiver, monitor or similar Person for such Person and such Person as debtor in possession. The relative rights as to the Common Collateral and proceeds thereof shall continue after the filing thereof on the same basis as prior to the date of the commencement thereof, subject to the provisions of Section 6.1 hereof with respect to any DIP Financing.

6.7    Waivers.

6.8    Separate Grants of Liens. Each Term Loan Secured Party, each ABL Secured Party, the Notes Agent, and each Notes Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the ABL Collateral Documents, the Term Loan Collateral Documents, and the

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Notes Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, (A) the Term Loan Obligations are fundamentally different from the ABL Obligations and the Notes Obligations, (B) the ABL Obligations are fundamentally different from the Term Loan Obligations and the Notes Obligations, and (C) the Notes Obligations are fundamentally different from the Term Loan Obligations and the ABL Obligations, and each must be separately classified in any Plan. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Secured Parties, the Term Loan Secured Parties and/or the Notes Agents and the Notes Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the Term Loan Secured Parties, and the Notes Agents and the Notes Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations, Term Loan Obligations, and Notes Obligations, against the Grantors, with the effect being that (1) to the extent that the aggregate value of the ABL Priority Collateral or Term Loan Priority Collateral (as applicable) is sufficient, the ABL Secured Parties or the Term Loan Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expense (regardless of whether any claim therefor is allowed or allowable in any such Insolvency Proceeding) that is available from that portion of the Common Collateral in which each of the ABL Secured Parties and the Term Loan Secured Parties, respectively, have a First Priority Claim, before any distribution is made in respect of the claims held by the other Secured Parties from such Collateral, with the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries and (2) subject to the foregoing clause (1) (solely as between the ABL Secured Parties and the Term Loan Secured Parties) the ABL Secured Parties and the Term Loan Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expense (regardless of whether any claim therefor is allowed or allowable in any such Insolvency Proceeding) before any distribution is made in respect of the claims held by the Notes Agent and the Notes Secured Parties from such Collateral, with the Notes Agent and the Notes Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

6.9    Asset Sales.

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6.10    Plan of Reorganization.

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SECTION 7    PURCHASE OPTIONS

7.1    Notice of Exercise.

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7.2    Purchase and Sale.

7.3    Payment of Purchase Price. Upon the date of such purchase and sale, the relevant Term Loan Secured Parties or the relevant ABL Secured Parties, as applicable, shall (a) pay to the ABL Agent for the benefit of the ABL Secured Parties (with respect to a purchase of the ABL Obligations) or to the Term Loan Agent for the benefit of the applicable Term Loan Secured Parties (with respect to a purchase of the Term Loan Obligations) as the purchase price the full amount of all the ABL Obligations or Term Loan Obligations, as applicable, then outstanding and unpaid (including 100% of the principal amount thereof or, in the case of Obligations owed with respect to Hedging Agreements, the termination value of the agreement or arrangement giving rise to such

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obligations that would be payable by such Person at such time, and all accrued and unpaid interest and fees (including Call Premium, Yield Maintenance Fees and Exit Fees) thereon, as well as all expenses, including reasonable attorneys’ fees and legal expenses), (b) furnish cash collateral to the applicable Agent in a manner and in such amounts as such Agent determines is reasonably necessary (but not to exceed 105% of the amount then reasonably estimated by the applicable Agent to be the aggregate outstanding amount of such letters of credit at such time, including all fronting and other fees estimated to become due and payable prior to termination of such letters of credit) to secure the letter of credit issuing banks in connection with any issued and outstanding letters of credit, (c) with respect to a purchase of the ABL Obligations, furnish cash collateral to the ABL Agent in a manner and in such amounts as the ABL Agent determines is reasonably necessary to secure the ABL Lender Hedging Obligations and ABL Lender Cash Management Obligations, (d) with respect to a purchase of the Term Loan Obligations, furnish cash collateral to the Term Loan Agent in a manner and in such amounts as the Term Loan Agent determines is reasonably necessary to secure the Term Loan Lender Hedging Obligations and Term Loan Lender Cash Management Obligations, (e) agree to reimburse the applicable Agent, Secured Parties and letter of credit issuing banks for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit as described above, (f) with respect to a purchase of the ABL Obligations, agree to reimburse the ABL Agent and ABL Secured Parties for any checks or other payments provisionally credited to the ABL Obligations, and/or as to which the ABL Agent has not yet received final payment, (g) agree to reimburse the ABL Secured Parties and Term Loan Secured Parties in respect of indemnification obligations of the ABL Loan Parties or the Term Loan Parties, as applicable, as to matters or circumstances known to the ABL Agent, or the Term Loan Agent, as applicable, at the time of the purchase and sale which would reasonably be expected to result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the ABL Secured Parties or the Term Loan Secured Parties, as applicable, and (h) agree to indemnify and hold harmless the ABL Secured Parties or the Term Loan Secured Parties, as applicable, from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel) arising out of any claim asserted by a third party in respect of the ABL Obligations or the applicable Term Loan Obligations, as applicable, as a result, directly or indirectly, of any acts by any ABL Secured Parties or any Term Loan Secured Party, as applicable, occurring after the date of such purchase and related to the purchased Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account as the ABL Agent or the Term Loan Agent, as applicable, may designate in writing for such purpose; it being understood and agreed that (x) if at any time those amounts (if any) then on deposit with the applicable Agent as described in clause (b) above exceed 105% of the sum of the aggregate undrawn amount of all then outstanding letters of credit, and all fronting and other fees estimated to become due and payable prior to termination of such letters of credit, such excess shall be returned to the respective Term Loan Secured Parties or ABL Secured Parties, as applicable (y) at such time as all letters of credit have been cancelled, expired or been fully drawn, as the case may be, any excess cash collateral deposited as described above in clause (b) (and not previously applied or released as provided above) shall be returned to the respective Term Loan Secured Parties or ABL Secured Parties, as applicable and (z) at such time as all ABL Lender Cash Management Obligations and ABL Lender Hedging Obligations have been terminated, any excess cash collateral deposited as described above in clause (c) (and not previously applied or released as provided above) shall be returned to the Term Loan Secured Parties. It is understood and agreed

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that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing.

7.4    Limitation on Representations and Warranties. Any purchase under this Section 7 shall be expressly made without representation or warranty of any kind by any selling party (or the ABL Agent or the Term Loan Agent) and without recourse of any kind, except that the selling party shall represent and warrant: (a) the amount of the ABL Obligations or Term Loan Obligations, as applicable, being purchased from it, (b) that such ABL Secured Party or Term Loan Secured Party, as applicable, owns the ABL Obligations or Term Loan Obligations, as applicable, free and clear of any Liens or encumbrances and (c) that such ABL Secured Party or Term Loan Secured Party, as applicable, has the right to assign such ABL Obligations or Term Loan Obligations, as applicable, and the assignment is duly authorized.

SECTION 8    RELIANCE; WAIVERS; ETC.

8.1    Reliance. All ABL Obligations at any time made or incurred by the Borrower or any other ABL Loan Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties represented by it, and the Notes Agent, on behalf of itself and the Notes Secured Parties represented by it, each hereby waives notice of acceptance, or proof of reliance by the ABL Agent or any ABL Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All Term Loan Obligations at any time made or incurred by the Borrower or any other Term Loan Party shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Agent, on behalf of itself and the ABL Secured Parties, and the Notes Agent, on behalf of itself and the Notes Secured Parties, each hereby waives notice of acceptance, or proof of reliance, by the Term Loan Agent or any Term Loan Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Term Loan Obligations.

8.2    No Warranties or Liability.

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8.3    ABL Obligations Unconditional. All rights of the ABL Agent hereunder, and all agreements and obligations of the Term Loan Agent and the ABL Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of:

8.4    Term Loan Obligations Unconditional. All rights of the Term Loan Agent hereunder, and all agreements and obligations of the ABL Agent and the Term Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of:

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8.5    Notes Obligations Unconditional. All rights of the Notes Agent hereunder, and all agreements and obligations of the ABL Agent, Term Loan Agent, ABL Loan Parties and the Term Loan Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of:

SECTION 9    MISCELLANEOUS.

9.1    Conflicts. Subject to Section 9.19 and 9.21, in the event of any conflict between the provisions of this Agreement and the provisions of any ABL Loan Document, any Term Loan Document, or any Notes Document, the provisions of this Agreement shall govern and control.

9.2    Term of this Agreement; Severability.

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9.3    Amendments; Waivers.

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9.4    Information Concerning Financial Condition of the Borrower and the Subsidiaries. No ABL Agent nor any ABL Secured Party shall have any obligation to the Term Loan Agent, any Term Loan Secured Party, the Notes Agent or any Notes Secured Party to keep them informed of, and the Term Loan Agent, the Term Loan Secured Parties, the Notes Agent and the Notes Secured Parties shall not be entitled to rely on, the ABL Agent or the ABL Secured Parties with respect to, (a) the financial condition of the Borrower and the Grantors and all endorsers and/or guarantors of the ABL Obligations or the Term Loan Obligations and (b) all other circumstances

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bearing upon the risk of nonpayment of the ABL Obligations or the Term Loan Obligations. No Term Loan Agent or any Term Loan Secured Party shall have any obligation to the ABL Agent, any ABL Secured Party, the Notes Agent or any Notes Secured Party to keep any of them informed of, and the ABL Agent, the ABL Secured Parties, the Notes Agent and the Notes Secured Parties shall not be entitled to rely on, the Term Loan Agent or the Term Loan Secured Parties with respect to, (a) the financial condition of the Borrower, the Borrower and the Grantors and all endorsers and/or guarantors of the ABL Obligations or the Term Loan Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the Term Loan Obligations. The ABL Agent, the ABL Secured Parties, the Term Loan Agent, the Term Loan Secured Parties, the Notes Agent and the Notes Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the ABL Agent, any ABL Secured Party, the Term Loan Agent, any Term Loan Secured Party, the Notes Agent or any Notes Secured Party in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party (and Parent, Holdings and the Borrower acknowledge that any such party may do so), it or they shall be under no obligation (w) to make, and the ABL Agent, the ABL Secured Parties, the Term Loan Agent, the Term Loan Secured Parties, the Notes Agent and the Notes Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. The Grantors agree that any information provided to the ABL Agent, the Term Loan Agent, any other ABL Secured Party, any other Term Loan Secured Party, the Notes Agent or any Notes Secured Party may be shared by such person with any of the other Secured Parties notwithstanding a request or demand by such Grantor that such information be kept confidential; provided that such information shall otherwise be subject to the respective confidentiality provisions in the ABL Credit Agreement, the Term Loan Credit Agreements, and the Notes Purchase Agreement as applicable.

9.5    Subrogation. The Term Loan Agent, for and on behalf of itself and the applicable Term Loan Secured Parties, agrees that no payment to the ABL Agent or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle such Term Loan Agent or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of ABL Obligations shall have occurred. Following the Discharge of ABL Obligations, the ABL Agent agrees to execute such documents, agreements and instruments as the Term Loan Agent or any Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Agent are paid by such Person upon request for payment thereof. The ABL Agent, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Agent or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Agent or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of Term Loan Obligations shall have occurred. Following the Discharge of Term Loan Obligations, the Term Loan Agent agrees to execute such documents, agreements and instruments as the ABL Agent or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person

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of an interest in the Term Loan Obligations resulting from payments to the Term Loan Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Term Loan Agent are paid by such Person upon request for payment thereof. The Notes Agent, for and on behalf of itself and the applicable Notes Secured Parties, agrees that no payment to the ABL Agent, any ABL Secured Party, the Term Loan Agent, or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle such Notes Agent or any Notes Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of ABL Obligations and a Discharge of Term Loan Obligations shall have occurred.

9.6    Application of Payments.

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9.7    Consent to Jurisdiction; Waivers. The parties hereto consent to the exclusive jurisdiction of any state or federal court located in New York, New York (the “New York Courts”), and consent that all service of process may be made by registered mail directed to such party as provided in Section 9.9 for such party. Service so made shall be deemed to be completed three days after the same shall be posted as aforesaid. The parties hereto waive any objection to any action instituted hereunder in any such court based on forum non-conveniens, and any objection to the venue of any action instituted hereunder in any such court.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.8    Notices. All notices to the ABL Secured Parties, the Term Loan Secured Parties or the Notes Secured Parties permitted or required under this Agreement may be sent to the ABL Agent, the Term Loan Agent, or the Notes Agent as provided in the ABL Credit Agreement, the Term Loan Credit Agreement, or the Note Purchase Agreement, as applicable. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, electronically mailed or sent by courier service or mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of electronic mail or upon receipt via mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties and as otherwise provided in the ABL Loan Documents and the Term Loan Documents. The ABL Agent, the Term Loan Agent, and the Notes Agent hereby agree to promptly notify each other Agent upon payment in full in cash of all Indebtedness under the ABL Loan Documents (and, in the case of the ABL Loan Documents and any applicable Term Loan Documents, a corresponding termination of all commitments to lend thereunder), in the case of the ABL Agent, the applicable Term Loan Documents, in the case of the Term Loan Agent (except for contingent indemnities and cost and reimbursement obligations to the extent no claim therefor has been made), or the applicable Notes Documents, in the case of the Notes Agent (except for contingent indemnities and cost and reimbursement obligations to the extent no claim therefor has been made).

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9.9    Further Assurances. The ABL Agent, on behalf of itself and each ABL Secured Party, and the Term Loan Agent, on behalf of itself and each Term Loan Secured Party, agrees that each of them shall take such further action and shall execute and deliver to the ABL Agent, the ABL Secured Parties, the Term Loan Agent and the Term Loan Secured Parties (as applicable) such additional documents and instruments (in recordable form, if requested) as the ABL Agent, the ABL Secured Parties, the Term Loan Agent or the Term Loan Secured Parties may reasonably request, at the expense of the Borrower, to effectuate the terms of and the Lien priorities contemplated by this Agreement. The Notes Agent, on behalf of itself and each Notes Secured Party, agrees that each of them shall take such further action and shall execute and deliver to the ABL Agent, the ABL Secured Parties, the Term Loan Agent and the Term Loan Secured Parties (as applicable) such additional documents and instruments (in recordable form, if requested) as the ABL Agent, the ABL Secured Parties, the Term Loan Agent or the Term Loan Secured Parties may reasonably request, at the expense of the Borrower, to effectuate the terms of and the Lien priorities contemplated by this Agreement.

9.10    Governing Law. This Agreement has been delivered and accepted in and shall be deemed to have been made in New York, New York and shall be interpreted, and the rights and liabilities of the parties bound hereby determined, in accordance with the laws of the State of New York.

9.11    Specific Performance. Each First Priority Agent may demand specific performance of this Agreement. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by the First Priority Agent. Each Third Priority Agent, on behalf of itself and each applicable Third Priority Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by the First Priority Agent or the Second Priority Agent.

9.12    Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

9.13    Counterparts. This Agreement may be executed in one or more counterparts, including by means of electronic transmission, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed counterpart of a signature page of this Agreement by e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

9.14    Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The ABL Agent represents and warrants that this Agreement is binding upon the ABL Secured Parties. The Term Loan Agent represents and warrants that this Agreement is binding upon the applicable Term Loan Secured Parties. The Notes Agent represents and warrants that this Agreement is binding upon the applicable Notes Secured Parties. In furtherance of and without limiting the foregoing representations, by accepting the benefits of this Agreement and the

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other ABL Loan Documents, each ABL Secured Party authorizes the ABL Agent to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith. By accepting the benefits of this Agreement and the other applicable Term Loan Documents, each Term Loan Secured Party authorizes the Term Loan Agent under such Term Loan Documents to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith. By accepting the benefits of this Agreement and the other applicable Notes Documents, each Notes Secured Party authorizes the Notes Agent under such Notes Documents to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith.

9.15    No Third Party Beneficiaries; Successors and Assigns. This Agreement and the rights and benefits hereof shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of, and be binding upon, the holders of ABL Obligations, Term Loan Obligations, and Notes Obligations. No other Person shall have or be entitled to assert rights or benefits hereunder. Without limiting the generality of the foregoing, any person to whom a Secured Party assigns or otherwise transfers all or any portion of the ABL Obligations, the Term Loan Obligations, or Notes Obligations as applicable, in accordance with the ABL Loan Documents, Term Loan Documents, or Notes Documents, as the case may be, shall become vested with all the rights and obligations in respect thereof granted to such Secured Parties, without any further consent or action of the other Secured Parties.

9.16    Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any Insolvency Proceeding. All references to the Borrower or any other Grantor shall include the Borrower or any other Grantor as debtor and debtor-in-possession and any agent, trustee, receiver, interim receiver or similar Person for the Borrower, the Borrower or any other Grantor (as the case may be) in any Insolvency Proceeding.

9.17    ABL Agent, Term Loan Agent and Notes Agent. It is understood and agreed that (i) Bank of America is entering into this Agreement in its capacity as the ABL Agent and the provisions of the ABL Credit Agreement applicable to Bank of America as Administrative Agent shall also apply to Bank of America as the ABL Agent hereunder, (ii) CLMG is entering into this Agreement in its capacities as administrative agent and collateral agent under the Term Loan Credit Agreement and the provisions of Section 8 of the Term Loan Credit Agreement applicable to CLMG as administrative agent or collateral agent thereunder shall also apply to CLMG as a Term Loan Agent, and (iii) WSFS is entering into this Agreement in its capacity as collateral agent under the Note Purchase Agreement in taking (or forbearing from taking) any action under or pursuant to this Agreement, WSFS shall be have and be protected by all of the rights, immunities, indemnities and other protections granted to it under Article X of the Note Purchase Agreement and the other Notes Documents. It is further understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under this Agreement to be made by the Notes Agent shall be pursuant to direction from the Requisite Holders (as defined in the Note Purchase Agreement) or such other higher percentage of Notes Secured Parties under the Notes Document as shall be required to consent pursuant to the terms thereof.

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9.18    Limitation on Term Loan Agent’s, ABL Agent’s and Notes Agent’s Responsibilities.

9.19    Relationship with Other Intercreditor Agreements. The purpose of this Agreement is to define the relative rights and priorities between the ABL Secured Parties as one class, the Term Loan Secured Parties as one class, and the Notes Secured Parties as one class. This Agreement is the “Intercreditor Agreement” referred to in each of the ABL Credit Agreement, the Term Loan Credit Agreement, and the Note Purchase Agreement.

9.20    Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Section 5.3(d) or (e)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the ABL Credit Agreement, the Term Loan Credit Agreement, any other ABL Loan Document, any other Term Loan Document, the Note Purchase Agreement, or any other Notes Document, or permit Holdings, the Borrower or any Subsidiary to take any action, or fail to take any action, to the extent such action or failure would otherwise constitute a breach of, or default under, the ABL Credit Agreement, any other ABL Loan Documents, the Term Loan Credit Agreement, any other Term Loan Document, the Note Purchase Agreement or any other Notes Document, (b) change the relative priorities of the ABL Obligations or the Liens granted under the ABL Loan Documents on the ABL Collateral (or any other assets) as among the ABL Secured Parties, change the relative priorities of the Term Loan Obligations or the Liens granted under the Term Loan Documents on the Term Loan Collateral (or any other assets) as among the Term Loan Secured Parties, or change the relative priorities of the Notes Obligations or the Liens granted under the Notes Documents on the Notes Collateral (or any other assets) as among the Notes Secured Parties, (c) otherwise change the relative rights of the ABL Secured Parties in respect of the Collateral as among such ABL Secured Parties, the relative rights of the Term Loan Secured Parties in respect of the Term Loan Collateral as among such Term Loan Secured Parties, or the relative rights of the Notes Secured Parties in

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respect of the Notes Collateral as among such Notes Secured Party or (d) obligate Parent, Holdings, the Borrower, the Borrower or any Subsidiary to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the ABL Credit Agreement, any other ABL Loan Document, the Term Loan Credit Agreement, any other Term Loan Document, the Note Purchase Agreement, or any other Notes Document. None of Parent, Holdings, Borrower or any Subsidiary shall have any rights hereunder except as expressly set forth herein (including as set forth in Section 9.4).

9.21    Additional Grantors. Holdings will promptly cause each Person that becomes a Grantor to execute and deliver to the ABL Agent, the Term Loan Agent and Notes Agent party hereto an acknowledgment to this Agreement substantially in the form of Exhibit A, whereupon such Person will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. The parties hereto further agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person that becomes a Grantor at any time (and any security granted by any such Person) shall be subject to the provisions hereof as fully as if the same constituted a Grantor party hereto and had complied with the requirements of the immediately preceding sentence.

9.22    Amendment and Restatement. This Agreement constitutes an amendment and restatement of the Original Intercreditor Agreement effective from and after the date hereof. Nothing herein contained shall be construed as an intent to effect any novation of the rights and remedies of the ABL Agent, ABL Secured Parties, Term Loan Agent and Term Loan Secured Parties contained in the Original Intercreditor Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

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ACKNOWLEDGMENT

The Parent, Holdings, the Borrower, the Borrower and each other Grantor hereby acknowledge that they have received a copy of the foregoing Amended and Restated Intercreditor Agreement as in effect on the date hereof and consent thereto, agree to recognize all rights granted thereby to the ABL Agent, the ABL Secured Parties, the Term Loan Agent, the Term Loan Secured Parties, the Notes Agent and the Notes Secured Parties, waive the provisions of Section 9-615(a) of the UCC in connection with the application of proceeds of Collateral in accordance with the provisions of the Amended and Restated Intercreditor Agreement, agree that they will not do any act or perform any obligation which is not in accordance with the agreements set forth in this Agreement as in effect on the date hereof. The Borrower and each other Grantor further acknowledge and agree that they are not intended beneficiaries or third party beneficiaries under this Agreement and (i) as between the ABL Secured Parties, the Borrower, the Borrower and other Grantors, the ABL Loan Documents remain in full force and effect as written and are in no way modified hereby, (ii) as between the Term Loan Secured Parties, the Borrower and other Grantors, the Term Loan Documents remain in full force and effect as written and are in no way modified hereby, and (iii) as between the Notes Secured Parties, the Borrower and other Grantors, the Notes Documents remain in full force and effect as written and are in no way modified hereby.

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