Intercreditor Agreement Governs. The Administrative Agent, the Collateral Agent, and each Lender # hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof (including the Intercreditor Agreement) and # hereby authorizes and instructs the Collateral Agent to enter into each intercreditor agreement to be entered into pursuant to the terms hereof (including the Intercreditor Agreement) and to subject the Liens securing the Obligations to the provisions thereof.

Each Lender hereby # acknowledges that it has received a copy of the Intercreditor Agreements, # agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements to the extent then in effect, # authorizes and instructs the Administrative Agent and/or the Collateral Agent to enter into, and to carry out the provisions and intent of, each Intercreditor Agreement as Administrative Agent and/or Collateral Agent, as applicable, and on behalf of such Lender, # consents to the treatment of Liens to be provided for under each Intercreditor Agreement, # agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of any action taken by the Administrative Agent or the Collateral Agent accordance with the terms of any Intercreditor Agreement and # authorizes and directs the Administrative Agent and the Collateral Agent to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement.

Section # Intercreditor Agreement. The Administrative Agent is authorized and directed to, to the extent required by the terms of the Loan Documents, enter into # any Collateral Document and # any intercreditor agreement contemplated hereunder or shall make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to [Sections 7.01 and 7.03]3], in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any intercreditor agreement contemplated hereunder, any Collateral Document, and any consent, filing or other action will be binding upon them. Each of the Lenders (including in its capacities as a Lender, L/C Issuer (if applicable) and a potential Cash Management Bank party to a Secured Cash Management Agreement and/or a potential Hedge Bank party to a Secured Hedge Agreement) # hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement contemplated hereunder (if entered into) and # hereby authorizes and instructs the Administrative Agent to enter into the any intercreditor agreement contemplated hereunder or Collateral Document (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to [Sections 7.01 and 7.03]3] of this Agreement, in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

The Lenders agree to be bound by the terms of the Intercreditor Agreement and authorize the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Lenders. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

Intercreditor Agreement. Each Lender hereunder # acknowledges that it has received a copy of the Intercreditor Agreement, # agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, # authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Administrative Agent and on behalf of such Lender and # hereby consents to the subordination of the Liens securing the Obligations on the terms set forth in the Intercreditor Agreement. The foregoing provisions are intended as an inducement to the lenders under the ABL Debt Documents to extend credit to the Loan Parties and such lenders are intended third party beneficiaries of such provisions. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.

SECTION # Intercreditor Agreements. The Administrative ​ and the Collateral ​ are authorized to enter into the Intercreditor Agreements (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured Refinancing Debt or any Permitted Junior Secured Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the ​ or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the Lenders acknowledge that the Intercreditor Agreements will be binding upon them. Each ​ # understands, acknowledges and agrees that Liens may be created on the Collateral pursuant to the definitive documents governing such Indebtedness, which liens shall be subject to the terms and conditions of any Intercreditor Agreement, # hereby agrees that it will be bound by and will take no actions contrary to the provisions of any Intercreditor Agreement and # hereby authorizes and instructs the Administrative ​ and Collateral ​ to enter into any Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured Refinancing Debt or any Permitted Junior Secured Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the ​ or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. [[Organization B:Organization]] acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably # consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, # authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, # agrees that, upon the execution and delivery thereof, such Lender will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and # agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent # to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and # to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.

Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents. The Administrative Agent and/or the Collateral Agent may, without any further consent of any Lender, enter into # a Permitted First Lien Intercreditor Agreement in connection with any Indebtedness not prohibited hereby that is to be secured by Liens permitted pursuant to Section 6.01 that are contemplated or required to be pari passu with any Liens securing the Obligations and/or # a Permitted Junior Intercreditor Agreement in connection with any Indebtedness not prohibited hereby that is to be secured by Liens permitted pursuant to Section 6.01 that are contemplated or required to be junior to any Liens securing the Obligations. Any Intercreditor Agreement entered into by the Administrative Agent and/or Collateral Agent in accordance with the terms of this Agreement shall be binding on the Secured Parties.

The Administrative Agent is authorized to enter into any intercreditor, subordination, collateral trust or similar agreement (including any Acceptable Intercreditor Agreement) contemplated hereby with respect to any Indebtedness # that is # required or permitted to be subordinated hereunder or # secured by Liens and # which contemplates an intercreditor, subordination or collateral trust agreement (any such other intercreditor, subordination, collateral trust or similar agreement, an “Additional Agreement”), and the [[Secured Parties:Organization]] party hereto acknowledge that any Additional Agreement is binding upon them. Each Secured Party party hereto hereby # agrees that they will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and # authorizes and instructs the Administrative Agent to enter into each Additional Agreement and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the [[Secured Parties:Organization]] to extend credit to the Borrower, and the [[Secured Parties:Organization]] are intended third-party beneficiaries of such provisions and the provisions of each Additional Agreement.

The Administrative Agent is further authorized to enter into any other intercreditor, subordination agreement and/or collateral trust agreement contemplated hereby with respect to Indebtedness that is expressly permitted to be secured by all or a portion of the Collateral (with such priority as may be designated by the Borrower or relevant Subsidiary) to the extent such priority is expressly permitted by the Loan Documents (any such other intercreditor, subordination or collateral trust agreement, an “Additional Agreement”), and the parties hereto acknowledge that any Additional Agreement is binding upon them. Each Lender hereby agrees that it will be bound by and will take no actions contrary to the provisions of any Additional Agreement and hereby authorizes and instructs the Administrative Agent to enter into or any Additional Agreement and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof.