Common use of Intercreditor Acknowledgements and Waivers Clause in Contracts

Intercreditor Acknowledgements and Waivers. Notice of Acceptance and Other Waivers 31 Section 5.2 Modifications to Senior Priority Documents and Junior Priority Documents 31 ARTICLE VI INSOLVENCY PROCEEDINGS Section 6.1 DIP Financing 35 Section 6.2 Relief from Stay 36 Section 6.3 No Contest 36 Section 6.4 Asset Sales 37 Section 6.5 Separate Grants of Security and Separate Classification 37 Section 6.6 Enforceability 38 Section 6.7 Senior Priority Obligations Unconditional 38 Section 6.8 Junior Priority Obligations Unconditional 38 Section 6.9 Adequate Protection 39 Section 6.10 Reorganization Securities and Other Plan-Related Issues. 40 Section 6.11 Certain Waivers. 40 ARTICLE VII MISCELLANEOUS Section 7.1 Rights of Subrogation 41 Section 7.2 Further Assurances 41 Section 7.3 Representations 41 Section 7.4 Amendments 41 Section 7.5 Addresses for Notices 42 Section 7.6 No Waiver, Remedies 43 Section 7.7 Continuing Agreement, Transfer of Secured Obligations 43 Section 7.8 Governing Law; Entire Agreement 44 Section 7.9 Counterparts 44 Section 7.10 No Third-Party Beneficiaries 44 Section 7.11 Designation of Additional Indebtedness; Joinder of Additional Agents 44 Section 7.12 Senior Priority Representative; Notice ofSenior Priority Representative Changes 46 Section 7.13 Headings 46 Section 7.14 Severability 46 Section 7.15 Attorneys’ Fees 46 Section 7.16 VENUE; JURY TRIAL WAIVER 46 Section 7.17 Intercreditor Agreement 47 Section 7.18 No Warranties or Liability 47 Section 7.19 Conflicts 47 Section 7.20 Information Concerning Financial Condition of the Credit Parties 47 SCHEDULE I Subsidiary Guarantor EXHIBITS: Exhibit A Additional Indebtedness Designation Exhibit B Additional Indebtedness Joinder Exhibit C Joinder of April 2012 First Lien Credit Agreement or February 2013 First Lien Credit Agreement This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of [ ], 2013, by and between Barclays Bank PLC, in its capacity as administrative agent (together with its successors and assigns in such capacity, and as further defined herein, the “April 2012 First Lien Agent”) for the April 2012 First Lien Lenders referred to below party from time to time to the April 2012 First Lien Credit Agreement referred to below, and Barclays Bank PLC, in its capacity as administrative agent (together with its successors and assigns in such capacity, and as further defined herein, the “February 2013 First Lien Agent”) for the February 2013 First Lien Lenders referred to below party from time to time to the February 2013 First Lien Credit Agreement referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.

Intercreditor Acknowledgements and Waivers. Section 5.1 Notice of Acceptance and Other Waivers 31 32 Section 5.2 Modifications to Senior Priority Documents and Junior Priority Documents 31 ARTICLE VI INSOLVENCY PROCEEDINGS 33 Page Section 6.1 DIP Financing 35 37 Section 6.2 Relief from Stay 36 37 Section 6.3 No Contest 36 38 Section 6.4 Asset Sales 37 38 Section 6.5 Separate Grants of Security and Separate Classification 37 39 Section 6.6 Enforceability 38 39 Section 6.7 Senior Priority Obligations Unconditional 38 39 Section 6.8 Junior Priority Obligations Unconditional 38 40 Section 6.9 Adequate Protection 39 40 Section 6.10 Reorganization Securities and Other Plan-Related Issues. 40 Issues 41 Section 6.11 Certain Waivers. 40 ARTICLE VII MISCELLANEOUS Waivers 41 Section 7.1 Rights of Subrogation 41 42 Section 7.2 Further Assurances 41 42 Section 7.3 Representations 41 42 Section 7.4 Amendments 41 42 Section 7.5 Addresses for Notices 42 43 Section 7.6 No Waiver, Remedies 43 44 Section 7.7 Continuing Agreement, Transfer of Secured Obligations 43 44 Section 7.8 Governing Law; Entire Agreement 44 45 Section 7.9 Counterparts 44 45 Section 7.10 No Third-Party Beneficiaries 44 45 Section 7.11 Designation of Additional Indebtedness; Joinder of Additional Agents 44 45 Section 7.12 Senior Priority Representative; Notice ofSenior of Senior Priority Representative Changes Change 46 Section 7.13 Headings 46 Provisions Solely to Define Relative Rights 47 Section 7.14 Severability 46 Headings 47 Section 7.15 Severability 47 Section 7.16 Attorneys’ Fees 46 47 Section 7.16 7.17 VENUE; JURY TRIAL WAIVER 46 Section 7.17 Intercreditor Agreement 47 Section 7.18 Intercreditor Agreement 48 Section 7.19 No Warranties or Liability 47 Section 7.19 Conflicts 47 48 Section 7.20 Conflicts 48 Section 7.21 Information Concerning Financial Condition of the Credit Parties 47 48 Section 7.22 Excluded Assets 49 SCHEDULE I Subsidiary Guarantor EXHIBITS: Exhibit A Additional Indebtedness Designation Exhibit B Additional Indebtedness Joinder Exhibit C Joinder of April July 2012 First Lien Credit Agreement or February 2013 First [ ]1 [First/Second]2 Lien Credit Agreement This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of [ ], 201320[ ], by and between Barclays Bank PLC[ ], in its capacity capacities as administrative agent and collateral agent (together with its successors and assigns in such capacitycapacities, and as further defined herein, the “April July 2012 First Lien Agent”) for the April July 2012 First Lien Lenders referred to below party from time to time to the April July 2012 First Lien Credit Agreement referred to below, and Barclays Bank PLC[ ], in its capacity capacities [as administrative agent and collateral agent] (together with its successors and assigns in such capacitycapacities, and as further defined herein, the “February 2013 First [ ]1 [First/Second]2 Lien Agent”) for the February 2013 First [ ]1 [First/Second]2 Lien Lenders referred to below party from time to time to the February 2013 First [ ]1 [First/Second]2 Lien Credit Agreement referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.

Intercreditor Acknowledgements and Waivers. Notice of Acceptance and Other Waivers 31 45 Section 5.2 Modifications to Senior Priority Credit Documents 46 Section 5.3 Reinstatement and Junior Priority Documents 31 ARTICLE VI INSOLVENCY PROCEEDINGS Continuation of Agreement 50 Section 6.1 DIP Financing 35 51 Section 6.2 Relief from From Stay 36 54 Section 6.3 No Contest 36 Contest; Adequate Protection 54 Section 6.4 Asset Sales 37 56 Section 6.5 Separate Grants of Security and Separate Classification 37 57 Section 6.6 Enforceability 38 No Waivers of Rights of Senior Secured Parties 58 Section 6.7 Senior Priority Obligations Unconditional 38 Enforceability 58 Section 6.8 Other Matters with respect to Junior Priority Obligations Unconditional 38 Shared Collateral 59 Section 6.9 Adequate Protection 39 Reorganization Securities 59 Section 6.10 Reorganization Securities and Other Plan-Related Issues. 40 Section 1111(b) of the Bankruptcy Code 59 Section 6.11 Certain Waivers. 40 ARTICLE VII MISCELLANEOUS 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 41 61 Section 7.2 Application of Payments 62 Section 7.3 Further Assurances 41 Section 7.3 Representations 41 62 Section 7.4 Amendments 41 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 42 65 Section 7.6 7.8 No Waiver, ; Remedies 43 66 Section 7.7 7.9 Continuing Agreement, Transfer of Secured Obligations 43 66 Section 7.8 7.10 Governing Law; Entire Agreement 44 67 Section 7.9 7.11 Counterparts 44 67 Section 7.10 7.12 No Third-Third Party Beneficiaries 44 Section 7.11 Designation of Additional Indebtedness; Joinder of Additional Agents 44 Section 7.12 Senior Priority Representative; Notice ofSenior Priority Representative Changes 46 67 Section 7.13 Headings 46 67 Section 7.14 Severability 46 67 Section 7.15 Attorneys’ Fees 46 67 Section 7.16 VENUE; JURY TRIAL WAIVER 46 68 Section 7.17 Intercreditor Agreement 47 68 Section 7.18 No Warranties or Liability 47 69 Section 7.19 Conflicts 47 69 Section 7.20 Information Concerning Financial Condition of the Credit Parties 47 SCHEDULE I Subsidiary Guarantor EXHIBITS: Exhibit A Additional Indebtedness Designation Exhibit B Additional Indebtedness Joinder Exhibit C Joinder of April 2012 First Lien Credit Agreement or February 2013 First Lien Credit Agreement This 69 THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated, supplemented, waived amended and restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of [ ]October 29, 20132012 among CITICORP USA, by and between Barclays Bank PLCINC., in its capacity capacities as administrative agent and collateral agent (together with its successors and assigns in such capacity, and as further defined hereincapacities, the “April 2012 First Lien ABL Agent”) for (i) the April 2012 First Lien Lenders referred to below lenders party from time to time to the April 2012 First Lien 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 Barclays Bank PLCthe ABL Lenders, the “ABL Secured Parties”), CITIBANK, N.A., in its capacity capacities as administrative agent and collateral agent (together with its successors and assigns in such capacity, and as further defined hereincapacities, the “February 2013 First Lien Cash Flow Agent”) for (i) the February 2013 First Lien Lenders referred to below lenders party from time to time to the February 2013 First Lien any Cash Flow Credit Agreement referred to below. Capitalized terms used herein without other definition are used below (such institutions, together with their respective successors, assigns and transferees, the “Cash Flow Lenders”), and (ii) any Cash Flow Hedge Bank (as defined in Article I hereofbelow) and Cash Flow Cash Management Bank (as defined below) (such Cash Flow Hedge Bank and Cash Flow Cash Management Bank, together with the Cash Flow Agent and the Cash Flow Lenders, the “Cash Flow Secured Parties”), and each Junior Agent that from time to time becomes a party hereto pursuant to Section 7.6.