Intercreditor Acknowledgements and Waivers Clause Samples

Intercreditor Acknowledgements and Waivers. Notice of Acceptance and Other Waivers 16 Section 5.2 Modifications to ABL Documents and CF Documents 17 Section 5.3 Reinstatement and Continuation of Agreement 18

Intercreditor Acknowledgements and Waivers. Section 5.1 Notice of Acceptance and Other Waivers 26 Section 5.2 Modifications to Senior Lien Documents and Junior Lien Documents 27 Section 5.3 Effect of Refinancing of Indebtedness under Senior Lien Documents 30 Section 5.4 Reinstatement and Continuation of Agreement 31 Section 6.1 DIP Financing 31 Section 6.2 Relief From Stay 32 Section 6.3 No Contest; Adequate Protection 32 Section 6.4 Asset Sales 33 Section 6.5 Post-Petition Interest 34 Section 6.6 Certain Waivers by the Junior Lien Secured Parties 34 Section 6.7 Separate Grants of Security and Separate Classification 34 Section 6.8 Enforceability 35 Section 6.9 Reorganization Securities 35 Section 6.10 Senior Lien Obligations Unconditional 35 Section 6.11 Junior Lien Obligations Unconditional 36

Intercreditor Acknowledgements and Waivers. Notice of Acceptance and Other Waivers 45 Section 5.2 Modifications to Credit Documents 46 Section 5.3 Reinstatement and Continuation of Agreement 50 Section 6.1 DIP Financing 51 Section 6.2 Relief From Stay 54 Section 6.3 No Contest; Adequate Protection 54 Section 6.4 Asset Sales 56 Section 6.5 Separate Grants of Security and Separate Classification 57 Section 6.6 No Waivers of Rights of Senior Secured Parties 58 Section 6.7 Enforceability 58 Section 6.8 Other Matters with respect to Junior Shared Collateral 59 Section 6.9 Reorganization Securities 59 Section 6.10 Section 1111(b) of the Bankruptcy Code 59 Section 6.11 ABL Rights Unconditional 60 Section 6.12 Cash Flow Rights Unconditional 60 Section 6.13 Junior Rights Unconditional 61 Section 7.1 Rights of Subrogation 61 Section 7.2 Application of Payments 62 Section 7.3 Further Assurances 62 Section 7.4 Representations 63 Section 7.5 Amendments 63 Section 7.6 Designation of Junior Secured Indebtedness; Joinder of Junior Agents 64 Section 7.7 Addresses for Notices 65 Section 7.8 No Waiver; Remedies 66 Section 7.9 Continuing Agreement, Transfer of Secured Obligations 66 Section 7.10 Governing Law; Entire Agreement 67 Section 7.11 Counterparts 67 Section 7.12 No Third Party Beneficiaries 67 Section 7.13 Headings 67 Section 7.14 Severability 67 Section 7.15 Attorneys’ Fees 67 Section 7.16 VENUE; JURY TRIAL WAIVER 68 Section 7.17 Intercreditor Agreement 68 Section 7.18 No Warranties or Liability 69 Section 7.19 Conflicts 69 Section 7.20 Information Concerning Financial Condition of the Credit Parties 69 THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated, amended and restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of October 29, 2012 among CITICORP USA, INC., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for (i) the lenders party from time to time to any ABL Credit Agreement referred to below (such institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Cash Management Bank (as defined below) (such ABL Cash Management Banks, together with the ABL Agent and the ABL Lenders, the “ABL Secured Parties”), CITIBANK, N.A., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Cash Flow ...

Intercreditor Acknowledgements and Waivers. Section 5.1 Notice of Acceptance and Other Waivers 26 Section 5.2 Modifications to ABL Documents and Shared Collateral Documents 27 Section 5.3 Reinstatement and Continuation of Agreement 29 Section 5.4 Joinder of Authorized Representatives 30

Intercreditor Acknowledgements and Waivers. Notice of Acceptance and Other Waivers 2627

Intercreditor Acknowledgements and Waivers. Section 5.1 NOTICE OF ACCEPTANCE AND OTHER WAIVERS Section 5.2 MODIFICATIONS TO DIP ABL DOCUMENTS AND DIP TERM DOCUMENTS Section 5.3 REINSTATEMENT AND CONTINUATION OF AGREEMENT 25 ARTICLE 6 INSOLVENCY PROCEEDINGS Section 6.1 ASSET SALES

Intercreditor Acknowledgements and Waivers. Section 5.1 Notice of Acceptance and Other Waivers 26 27 Section 5.2 Modifications to ABL Documents and Shared Collateral Documents 27 28 Section 5.3 Reinstatement and Continuation of Agreement 29 31 Section 5.4 Joinder of Authorized Representatives 30 31 Section 6.1 DIP Financing 30 32 Section 6.2 Relief from Stay 30 32 Section 6.3 No Contest; Adequate Protection 31 33 Section 6.4 Asset Sales 31 34 Section 6.5 Separate Grants of Security and Separate Classification 31 34 Section 6.6 Enforceability 32 34 Section 6.7 ABL Obligations Unconditional 32 34 Section 6.8 Shared Collateral Obligations Unconditional 32 34

Intercreditor Acknowledgements and Waivers. Section 5.1 Notice of Acceptance and Other Waivers. ...................................................................... 39 Section 5.2 Modifications to Senior Priority Documents and Junior Priority Documents. ..................................................................................................................... 40 Section 5.3 Reinstatement and Continuation of Agreement. ............................................................. 44

Intercreditor Acknowledgements and Waivers. Notice of Acceptance and Other Waivers (a) All ABL Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, hereby waives notice of acceptance, or proof of reliance by the ABL Collateral 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 Notes Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the Notes Collateral Agent or any such Notes 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 Notes Obligations. (b) None of the ABL Collateral Agent, any ABL Secured Party or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect or realize upon any of the Intercreditor Collateral or any Proceeds thereof, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Intercreditor Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Intercreditor Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Collateral Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any Notes Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured P...