EX-4.5


 Exhibit 4.05 
  

 
  

SENIOR-JUNIOR LIEN INTERCREDITOR AGREEMENT 

dated as of 
 June 22, 2018

 among 
 CHS/COMMUNITY HEALTH
SYSTEMS, INC., 
 as Borrower, 

COMMUNITY HEALTH SYSTEMS, INC., 

as Holdings, 
 the Subsidiaries of
the Borrower 
 from time to time party hereto, 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 

as Initial Senior-Priority Collateral Agent, 

REGIONS BANK, 
 as Initial
Junior-Priority Collateral Agent 
 and 

each Additional Agent from time to time party hereto 
  

 
  






 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 Section 1.
	 	 Definitions; Interpretation
	  			
			
	 1.1
	 	 Definitions
	  	 	2	 
	 1.2
	 	 Terms Generally
	  	 	11	 
			
	 Section 2.
	 	 Lien Priorities
	  			
			
	 2.1
	 	 Subordination
	  	 	12	 
	 2.2
	 	 Prohibition on Contesting Liens
	  	 	13	 
	 2.3
	 	 No New Liens
	  	 	13	 
	 2.4
	 	 Similar Liens and Agreements
	  	 	14	 
			
	 Section 3.
	 	 Enforcement
	  			
			
	 3.1
	 	 Exercise of Rights and Remedies
	  	 	14	 
	 3.2
	 	 Limitation on Exercise of Remedies by Junior-Priority Secured Parties
	  	 	17	 
	 3.3
	 	 Cooperation
	  	 	18	 
	 3.4
	 	 Rights as Unsecured Creditors
	  	 	18	 
	 3.5
	 	 Release of Junior-Priority Liens
	  	 	19	 
	 3.6
	 	 Insurance and Condemnation Awards
	  	 	20	 
			
	 Section 4.
	 	 Payments
	  			
			
	 4.1
	 	 Application of Proceeds
	  	 	21	 
	 4.2
	 	 Payments Over
	  	 	22	 
	 4.3
	 	 Certain Agreements with Respect to Unenforceable Liens
	  	 	22	 
			
	 Section 5.
	 	 Bailee for Perfection
	  			
			
	 5.1
	 	 Each Agent as Bailee
	  	 	23	 
	 5.2
	 	 Transfer of Pledged or Controlled Collateral
	  	 	24	 
			
	 Section 6.
	 	 Insolvency or Liquidation Proceedings
	  			
			
	 6.1
	 	 General Applicability; Filing of Motions
	  	 	25	 
	 6.2
	 	 Bankruptcy Financing
	  	 	25	 
	 6.3
	 	 Relief from the Automatic Stay
	  	 	26	 
	 6.4
	 	 Adequate Protection
	  	 	26	 
	 6.5
	 	 Reorganization Securities
	  	 	28	 
	 6.6
	 	 Separate Classes
	  	 	28	 
	 6.7
	 	 Asset Dispositions
	  	 	28	 
	 6.8
	 	 Preference Issues
	  	 	29	 
	 6.9
	 	 Certain Waivers as to Section 1111(b)(2) of the Bankruptcy Code
	  	 	29	 
	 6.10
	 	 Other Bankruptcy Laws
	  	 	29	 


  
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	 Section 7.
	 	 Reliance; Waivers, etc
	  			
			
	 7.1
	 	 Reliance
	  	 	29	 
	 7.2
	 	 No Warranties or Liability
	  	 	29	 
	 7.3
	 	 No Waiver of Lien Priorities
	  	 	30	 
	 7.4
	 	 Obligations Unconditional
	  	 	32	 
			
	 Section 8.
	 	 Miscellaneous
	  			
			
	 8.1
	 	 Conflicts
	  	 	32	 
	 8.2
	 	 Continuing Nature of this Agreement; Severability
	  	 	32	 
	 8.3
	 	 When Discharge of Debt Deemed to Not Have Occurred
	  	 	33	 
	 8.4
	 	 Legends on Junior-Priority Documents
	  	 	34	 
	 8.5
	 	 Amendments; Waivers
	  	 	34	 
	 8.6
	 	 Subrogation
	  	 	35	 
	 8.7
	 	 Security Documents
	  	 	35	 
	 8.8
	 	 Notices
	  	 	36	 
	 8.9
	 	 No Waiver by Senior-Priority Secured Parties
	  	 	37	 
	 8.10
	 	 Further Assurances
	  	 	37	 
			
	 Section 9.
	 	 Representations and Warranties
	  			
			
	 9.1
	 	 Representations and Warranties of Each Party
	  	 	37	 
	 9.2
	 	 Consent to Jurisdiction; Waiver of Jury Trial
	  	 	37	 
	 9.3
	 	 Governing Law
	  	 	38	 
	 9.4
	 	 Binding on Successors and Assigns
	  	 	38	 
	 9.5
	 	 Specific Performance
	  	 	38	 
	 9.6
	 	 Section Titles; Time Periods
	  	 	38	 
	 9.7
	 	 Counterparts
	  	 	38	 
	 9.8
	 	 Parties in Interest
	  	 	38	 
	 9.9
	 	 Provisions Solely to Define Relative Rights
	  	 	39	 
	 9.10
	 	 Initial Senior-Priority Collateral Agent and Initial Junior-Priority Collateral Agent
	  	 	39	 
	 9.11
	 	 Application of Proceeds
	  	 	39	 
	 9.12
	 	 Additional Grantors
	  	 	39	 
			
	 EXHIBITS:
	 		  			
			
	 Exhibit A
	 	     Form of Intercreditor Agreement Joinder
	  			


  
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 SENIOR-JUNIOR LIEN INTERCREDITOR AGREEMENT 

SENIOR-JUNIOR LIEN INTERCREDITOR AGREEMENT, dated as of June 22, 2018, among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as
collateral agent for the Senior-Priority Secured Parties (as defined below) (in such capacity, the “Initial Senior-Priority Collateral Agent”, as hereinafter further defined), REGIONS BANK, in its capacity as collateral agent for the
Junior-Priority Secured Parties (as defined below) (in such capacity, the “Initial Junior-Priority Collateral Agent”, as hereinafter further defined), CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”, as
hereinafter further defined), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Holdings”, as hereinafter further defined), the Subsidiaries of the Borrower from time to time party hereto and each Additional Agent (as defined below)
from time to time party hereto as Agent (as defined below) for the Additional Holders (as defined below). 
 W I T
N E S S E T H: 
 WHEREAS, pursuant to the Senior-Priority
Non-ABL Loan Agreement (as defined below), among the Borrower, Holdings, the lenders party thereto and the Initial Senior-Priority Non-ABL Loan Agreement Agent (as
defined below), such lenders have made and provided and from time to time may make and provide loans and other financial accommodations to the Borrower; 

WHEREAS, pursuant to the 2021 Secured Notes Indenture (as defined below), among the Borrower, Holdings, the Subsidiaries of the Borrower party
thereto, the 2021 Secured Notes Trustee (as defined below) and the Initial 2021 Secured Notes Agent (as defined below), the Borrower issued the 2021 Secured Notes (as defined below); 

WHEREAS, pursuant to the 2023 Secured Notes Indenture (as defined below), among the Borrower, Holdings, the Subsidiaries of the Borrower party
thereto, the 2023 Secured Notes Trustee (as defined below) and the Initial 2023 Secured Notes Agent (as defined below), the Borrower issued the 2023 Secured Notes (as defined below); 

WHEREAS, pursuant to the 2023 Junior-Priority Secured Notes Indenture (as defined below), among the Borrower, Holdings, the Subsidiaries of
the Borrower party thereto, the 2023 Junior-Priority Secured Notes Trustee (as defined below) and the Junior-Priority Collateral Agent (as defined below), the Borrower issued the 2023 Junior-Priority Secured Notes (as defined below); 

WHEREAS, pursuant to the 2024 Junior-Priority Secured Notes Indenture (as defined below), among the Borrower, Holdings, the Subsidiaries of
the Borrower party thereto, the 2024 Junior-Priority Secured Notes Trustee (as defined below) and the Junior-Priority Collateral Agent (as defined below), the Borrower issued the 2024 Junior-Priority Secured Notes (as defined below); 

WHEREAS, the Senior-Priority Debt (as defined below) is secured pursuant to the Senior-Priority Documents (as defined below) by Liens (as
defined below) on the Collateral and the Junior-Priority Debt (as defined below) is being secured on the date hereof pursuant to the Junior-Priority Documents (as defined below) by Liens on the Collateral; 






 WHEREAS, the relative priorities of the Liens in respect of the Collateral as set forth herein
are solely to define the relative rights of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties, as between and among themselves, and with respect to the ABL Priority Collateral (as defined below) are subject in all respects
to the relative priorities set forth in the ABL Intercreditor Agreement (as defined below); and 
 WHEREAS, the Senior-Priority Holders and
the Junior-Priority Holders have authorized and directed the Initial Senior-Priority Collateral Agent and the Initial Junior-Priority Collateral Agent, respectively, to enter into this Agreement pursuant to which the parties hereto confirm that
(a) the Senior-Priority Debt is secured on a first priority basis by Liens on the Collateral (other than the ABL Priority Collateral) and on a second priority basis by Liens on the ABL Priority Collateral and (b) the Junior-Priority Debt
is secured on a second priority basis by Liens on the Collateral (other than the ABL Priority Collateral) and on a third priority basis by Liens on the ABL Priority Collateral, and to provide for the orderly sharing among them, in accordance with
such priorities, of proceeds of such assets and properties upon any foreclosure thereon or other disposition thereof and to address related matters; 

NOW, THEREFORE, 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; Interpretation. 

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

“2021 Secured Notes” shall mean the 5.125% Senior Secured Notes due 2021 issued by the Borrower pursuant to the 2021 Secured
Notes Indenture in the original aggregate principal amount of $1,000,000,000. 
 “2021 Secured Notes Agent” shall mean the
Initial 2021 Secured Notes Agent and, if applicable after the date hereof, any replacement or successor agent or any Additional Agent, in its capacity as agent, trustee or other representative (if any) for any Additional Holders under the 2021
Secured Notes Indenture and any other applicable Additional Senior-Priority Documents. 
 “2021 Secured Notes Indenture”
shall mean the Indenture, dated as of January 27, 2014, by and among the 2021 Secured Notes Trustee, the Initial 2021 Secured Notes Agent and the Escrow Issuer, as supplemented by the Assumption Supplemental Indenture, dated as of
January 27, 2014, by and among the 2021 Secured Notes Trustee, the Initial 2021 Secured Notes Agent, the Borrower and the other Subsidiaries of the Borrower party thereto, with respect to the 2021 Secured Notes, as it may be amended or further
supplemented from time to time. 
 “2021 Secured Notes Trustee” shall mean Regions Bank, as trustee under the 2021 Secured
Notes Indenture and its successors and assigns. 

  
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 “2023 Junior-Priority Secured Notes” shall mean the Junior-Priority Secured
Notes due 2023 issued by the Borrower pursuant to the 2023 Junior-Priority Secured Notes Indenture in the original aggregate principal amount of $1,770,337,000. 

“2023 Junior-Priority Secured Notes Indenture” shall mean the Indenture, dated as of June 22, 2018, by and among the
Borrower, Holdings, the Subsidiaries of the Borrower party thereto, the 2023 Junior-Priority Secured Notes Trustee and Regions Bank, in its capacity as Initial Junior-Priority Collateral Agent, with respect to the 2023 Junior-Priority Secured Notes,
as it may be amended or supplemented from time to time. 
 “2023 Junior-Priority Secured Notes Trustee” shall mean Regions
Bank, as trustee under the 2023 Junior-Priority Secured Notes Indenture. 
 “2023 Secured Notes” shall mean the 6.250%
Senior Secured Notes due 2023 issued by the Borrower pursuant to the 2023 Secured Notes Indenture in the aggregate principal amount of $3,100,000,000 (and of which $2,200,000,000 aggregate principal amount was issued on March 16, 2017 and
$900,000,000 aggregate principal amount was issued on May 12, 2017). 
 “2023 Secured Notes Agent” shall mean the
Initial 2023 Secured Notes Agent and, if applicable after the date hereof, any replacement or successor agent or any Additional Agent, in its capacity as agent, trustee or other representative (if any) for any Additional Holders under the 2023
Secured Notes Indenture and any other applicable Additional Senior-Priority Documents. 
 “2023 Secured Notes Indenture”
shall mean the Indenture, dated as of March 16, 2017, by and among the 2023 Secured Notes Trustee, the Initial 2023 Secured Notes Agent and the Borrower, as supplemented by the First Supplemental Indenture, dated as of March 16, 2017, by
and among the 2023 Secured Notes Trustee, the Initial 2023 Secured Notes Agent, the Borrower and the other Subsidiaries of the Borrower party thereto and the Second Supplemental Indenture, dated as of May 12, 2017, by and among the 2023 Secured
Notes Trustee, the Initial 2023 Secured Notes Agent, the Borrower and the other Subsidiaries of the Borrower party thereto, with respect to the 2023 Secured Notes, as it may be amended or further supplemented from time to time. 

“2023 Secured Notes Trustee” shall mean Regions Bank, as trustee under the 2023 Secured Notes Indenture and its successors
and assigns. 
 “2024 Junior-Priority Secured Notes” shall mean the 8.125% Junior-Priority Secured Notes due 2024 issued by
the Borrower pursuant to the 2024 Junior-Priority Secured Notes Indenture in the original aggregate principal amount of $1,354,663,000. 

“2024 Junior-Priority Secured Notes Indenture” shall mean the Indenture, dated as of June 22, 2018, by and among the
Borrower, Holdings, the Subsidiaries of the Borrower party thereto, the 2024 Junior-Priority Secured Notes Trustee and Regions Bank, in its capacity as Initial Junior-Priority Collateral Agent, with respect to the 2024 Junior-Priority Secured Notes,
as it may be amended or supplemented from time to time. 
 “2024 Junior-Priority Secured Notes Trustee” shall mean Regions
Bank, as trustee under the 2024 Junior-Priority Secured Notes Indenture. 

  
 3 







 “ABL Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as
administrative agent and collateral agent under the ABL Credit Agreement, and also includes its successors and assigns, including any replacement or successor agent or any additional agent. 

“ABL Credit Agreement” shall mean the ABL Credit Agreement, dated as of April 3, 2018, by and among the Borrower,
Holdings, the ABL Agent and the lenders from time to time party thereto (as amended, supplemented, modified or restated from time to time). 

“ABL Intercreditor Agreement” shall mean the Amended and Restated ABL Intercreditor Agreement, dated as of June 22, 2018, by
and among the Borrower, Holdings, the other Guarantors from time to time party thereto, the Initial Senior-Priority Collateral Agent, the Initial Junior-Priority Collateral Agent, the Initial Senior-Priority
Non-ABL Loan Agreement Agent, the ABL Agent, each Additional Agent (as defined therein) from time to time party thereto, the 2021 Secured Notes Trustee, the 2023 Secured Notes Trustee, the 2023 Junior-Priority
Secured Notes Trustee and the 2024 Junior-Priority Secured Notes Trustee. 
 “ABL Priority Collateral” shall have the
meaning set forth in the ABL Intercreditor Agreement. 
 “Additional Agent” shall mean any agent, trustee or other
representative (if any) of the Additional Holders in respect of any Additional Debt. 
 “Additional Debt” shall have the
meaning set forth in Section 8.5(b)(i) hereof. 
 “Additional Holder” shall mean, collectively, any person party to
any Additional Senior-Priority Document or any Additional Junior-Priority Document as a lender, noteholder, owner, holder or creditor. 

“Additional Junior-Priority Debt” shall mean Additional Debt, the obligations of which are, or are intended to be, secured by
Liens on the Collateral that rank equal in priority (without regard to the control of remedies) with the obligations under the Junior-Priority Secured Notes Indentures and the Junior-Priority Secured Notes. 

“Additional Junior-Priority Document” shall mean any agreement, document or instrument governing or evidencing any Additional
Junior-Priority Debt. 
 “Additional Senior-Priority Debt” shall mean Additional Debt, the obligations of which are, or are
intended to be, secured by Liens on the Collateral that rank equal in priority (without regard to the control of remedies) with the obligations under the Senior-Priority Non-ABL Loan Agreement, the 2021
Secured Notes Indenture, the 2021 Secured Notes, the 2023 Secured Notes Indenture and the 2023 Secured Notes. 
 “Additional
Senior-Priority Document” shall mean any agreement, document or instrument governing or evidencing any Additional Senior-Priority Debt. 

  
 4 







 “Agents” shall mean, collectively, each Senior-Priority Collateral Agent and
each Junior-Priority Collateral Agent, sometimes being referred to herein individually as an “Agent”. 

“Agreement” shall mean this Senior-Junior Lien Intercreditor Agreement. 

“Bankruptcy Code” shall mean the United States Bankruptcy Code, being Title 11 of the United States Code. 

“Bankruptcy Law” means 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. 

“Borrower” shall have the meaning assigned to such term in the preamble to this Agreement and shall include (a) any
other Person that at any time after the date hereof becomes a borrower or issuer in respect of any Senior-Priority Debt or Junior-Priority Debt and (b) their respective successors and assigns. 

“Business Day” shall mean any day other than a Saturday, a Sunday or a day that is a legal holiday under the Laws of the
State of New York or on which banking institutions in the State of New York are required or authorized by Law or other governmental action to close. 

“Capitalized Lease Obligation” shall mean all leases that have been or are required to be, in accordance with GAAP, recorded
as capitalized leases. 
 “Collateral” shall mean all of the property and interests in property, real or personal, tangible
or intangible, now owned or hereafter acquired by any Grantor in or upon which any Senior-Priority Secured Party (in its capacity as such) or Junior-Priority Secured Party (in its capacity as such) at any time has a Lien, and including all proceeds
of such property and interests in property. 
 “Comparable Junior-Priority Security Document” shall mean, in relation to
any Collateral subject to any Senior-Priority Security Document, the Junior-Priority Security Document that creates a security interest in the same Collateral, granted by the same Grantor, as applicable. 

“Designated Junior-Priority Collateral Agent” shall mean (i) the Initial Junior-Priority Collateral Agent, until such
time as the Junior-Priority Secured Notes cease to be the only Junior-Priority Debt under this Agreement and (ii) thereafter, the “Applicable Authorized Representative” as defined in the Junior-Priority Equal Priority Intercreditor
Agreement in effect at such time. 
 “Designated Senior-Priority Collateral Agent” shall mean (i) if at any time there
is only one Senior-Priority Collateral Agent for the Senior-Priority Debt with respect to which the Discharge of Senior-Priority Debt has not occurred, such Senior-Priority Collateral Agent, and (ii) at any time when clause (i) does not
apply, the “Applicable Authorized Representative” as defined in the Senior-Priority Equal Priority Intercreditor Agreement in effect at such time. 

  
 5 







 “DIP Financing” shall have the meaning set forth in Section 6.2(a) hereof.

 “Discharge of Junior-Priority Debt” shall mean, subject to the terms of Section 8.3 hereof, the final payment in
full in cash of the Junior-Priority Debt (other than any Junior-Priority Debt consisting of unasserted contingent obligations). Notwithstanding the foregoing, if after receipt of any payment of, or proceeds of Collateral applied to the payment of,
the Junior-Priority Debt, any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party is required to surrender or return such payment or proceeds to any person for any reason, then the Junior-Priority Debt intended to be
satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by such Junior-Priority Collateral Agent or other Junior-Priority
Secured Party, as the case may be, and no Discharge of Junior-Priority Debt shall be deemed to have occurred. 
 “Discharge of
Senior-Priority Debt” shall mean, subject to the terms of Section 8.3 hereof, the final payment in full in cash of the Senior-Priority Debt (other than any Senior-Priority Debt consisting of unasserted contingent obligations).
Notwithstanding the foregoing, if after receipt of any payment of, or proceeds of Collateral applied to the payment of, the Senior-Priority Debt, any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party is required to
surrender or return such payment or proceeds to any person for any reason, then the Senior-Priority Debt intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect
as if such payment or proceeds had not been received by such Senior-Priority Collateral Agent or other Senior-Priority Secured Party, as the case may be, and no Discharge of Senior-Priority Debt shall be deemed to have occurred. 

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest. 

“Escrow Issuer” shall mean FWCT-2 Escrow Corporation, a Delaware corporation and a
wholly owned subsidiary of Holdings. 
 “GAAP” shall mean generally accepted accounting principles in the United States as
in effect from time to time. 
 “Governmental Authority” shall mean any Federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory body. 
 “Grantors” shall mean, collectively, the Borrower,
the Guarantors and each Subsidiary of the Borrower that shall have created or purported to create a Lien on any of its assets to secure any Senior-Priority Debt or Junior-Priority Debt, together with their respective successors and assigns;
sometimes being referred to herein individually as a “Grantor”. 
 “Guarantors” shall mean, collectively,
(a) Holdings, (b) the other Guarantors identified on the signature pages hereto, (c) any other Person that at any time after the date hereof becomes a party to a guarantee in favor of any Senior-Priority Secured Parties in respect of any
of the 

  
 6 







 
Senior-Priority Debt or any Junior-Priority Secured Parties in respect of any of the Junior-Priority Debt and (d) their respective successors and assigns; sometimes being referred to herein
individually as a “Guarantor”. 
 “Indebtedness” shall have the meaning set forth in the Senior-Priority Non-ABL Loan Agreement as in effect on the date hereof. 
 “Initial 2021 Secured Notes
Agent” shall mean Credit Suisse AG, in its capacity as collateral agent under the 2021 Secured Notes Indenture and the other applicable Senior-Priority Documents to which it is a party in such capacity, and also includes its successors and
assigns, including any replacement or successor agent or any additional agent. 
 “Initial 2023 Secured Notes Agent” shall
mean Credit Suisse AG, in its capacity as collateral agent under the 2023 Secured Notes Indenture and the other applicable Senior-Priority Documents to which it is a party in such capacity, and also includes its successors and assigns, including any
replacement or successor agent or any additional agent. 
 “Initial Junior-Priority Collateral Agent” shall mean Regions
Bank, in its capacity as collateral agent under each Junior-Priority Secured Notes Indenture and the other applicable Junior-Priority Documents to which it is a party in such capacity, and also includes its successors and assigns, including any
replacement or successor agent or any additional agent. 
 “Initial Senior-Priority Collateral Agent” shall mean Credit
Suisse AG, Cayman Islands Branch, in its capacity as the Initial Senior-Priority Non-ABL Loan Agreement Agent, the Initial 2021 Secured Notes Agent and the Initial 2023 Secured Notes Agent, and also includes
its successors and assigns, including any replacement or successor agent or any additional agent under the Senior-Priority Non-ABL Loan Agreement, the 2021 Secured Notes Indenture or the 2023 Secured Notes
Indenture, as applicable. 
 “Initial Senior-Priority Non-ABL Loan Agreement Agent”
shall mean Credit Suisse AG, in its capacity as administrative agent and collateral agent under the Senior-Priority Non-ABL Loan Agreement and as collateral agent under the other applicable Senior-Priority
Documents to which it is a party in such capacity, and also includes its successors and assigns, including any replacement or successor agent or any additional agent. 

“Insolvency or Liquidation Proceeding” shall mean (a) any voluntary or involuntary case or proceeding under any
Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to
any Grantor or with respect to any of their respective assets, (c) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such Person or any or all
of its assets or properties, (d) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (e) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of any Grantor. 
 “Intercreditor Agreement Joinder” shall
mean, with respect to any Grantor or any Additional Agent, an instrument substantially in the form of Exhibit A hereto, executed by such Grantor or such Additional Agent and, in the case of any Additional Agent, acknowledged by each
applicable Agent in accordance with Section 8.3 hereof. 

  
 7 







 “Junior-Priority Collateral Agent” shall mean the Initial Junior-Priority
Collateral Agent and, if applicable after the date hereof, any replacement or successor agent or trustee or any Additional Agent or trustee, in its capacity as agent, trustee or other representative (if any) under any applicable Additional
Junior-Priority Documents. 
 “Junior-Priority Debt” shall mean all obligations, liabilities and Indebtedness of every
kind, nature and description owing by any Grantor to any Junior-Priority Secured Party (in its capacity as such), including principal, interest, charges, fees, premiums, indemnities and expenses (including attorney’s fees and expenses), however
evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of the Junior-Priority Documents, whether now existing or hereafter arising, whether arising before, during or after the initial or any
renewal term of the Junior-Priority Documents or after the commencement of any case with respect to any Grantor under the Bankruptcy Code or any other Insolvency or Liquidation Proceeding (and including any principal, interest, fees, costs, expenses
and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case or similar proceeding), whether direct or indirect, absolute or
contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured. 

“Junior-Priority Documents” shall mean, collectively, the following: (a) the Junior-Priority Secured Notes Indentures,
(b) the Junior-Priority Secured Notes, (c) the Junior-Priority Security Agreement and the other Junior-Priority Security Documents, (d) any Additional Junior-Priority Document and (e) all agreements, documents and instruments at
any time executed and/or delivered by any Grantor or any other Person to, with or in favor of, any Junior-Priority Secured Party in connection with any of the documents referred to in clauses (a) through (d) above or related to any thereto, as
all of the foregoing now exist or may hereafter be Refinanced (in whole or in part). 
 “Junior-Priority Equal Priority
Intercreditor Agreement” shall mean the Junior-Priority Lien Pari Passu Intercreditor Agreement, dated as of June 22, 2018, among the Initial Junior-Priority Collateral Agent, the 2023 Junior-Priority Secured Notes Trustee, the 2024
Junior-Priority Secured Notes Trustee and each Additional Agent for the Additional Holders of Additional Junior-Priority Debt, from time to time party thereto, as amended, supplemented, modified or restated from time to time. 

“Junior-Priority Holders” shall mean, collectively, any person party to one or more Junior-Priority Documents as a lender,
noteholder, owner, holder or creditor (and, including any other lender, noteholder, owner, holder or creditor or group of lenders, noteholders, owners, holders or creditors that at any time Refinances all or any portion of the Junior-Priority Debt
or is otherwise party to one or more Junior-Priority Documents as a lender, noteholder, owner, holder or creditor); sometimes being referred to herein individually as a “Junior-Priority Holder”. 

“Junior-Priority Secured Notes” shall mean, collectively, the 2023 Junior-Priority Secured Notes and the 2024 Junior-Priority
Secured Notes. 

  
 8 







 “Junior-Priority Secured Notes Indentures” shall mean, collectively, the 2023
Junior-Priority Secured Notes Indenture and the 2024 Junior-Priority Secured Notes Indenture. 
 “Junior-Priority Secured Notes
Trustees” shall mean, collectively, the 2023 Junior-Priority Secured Notes Trustee and the 2024 Junior-Priority Secured Notes Trustee. 

“Junior-Priority Secured Parties” shall mean, collectively, (a) each Junior-Priority Collateral Agent, (b) each
Junior-Priority Holder, (c) the Junior-Priority Secured Notes Trustees, (d) each other person to whom any of the Junior-Priority Debt is owed and (e) the successors, replacements and assigns of each of the foregoing; sometimes being
referred to herein individually as a “Junior-Priority Secured Party”. 
 “Junior-Priority Security Agreement”
shall mean the “Collateral Agreement” as defined in each Junior-Priority Secured Notes Indenture. 
 “Junior-Priority
Security Documents” shall mean the “Notes Collateral Documents” as defined in each Junior-Priority Secured Notes Indenture and any similar term used in any Additional Junior-Priority Document to describe any Additional
Junior-Priority Document that creates and/or perfects or purports to create and/or perfect any Lien on the Collateral for the benefit of the applicable Junior-Priority Secured Parties under such Additional Junior-Priority Documents. 

“Law” shall, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents, orders, decrees, injunctions or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation
or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority. 

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on
title to Real Property, and any Capitalized Lease Obligation having substantially the same economic effect as any of the foregoing). 

“Person” or “person” shall mean any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership or other entity or any government or any agency or instrumentality or political subdivision thereof. 

“Pledged or Controlled Collateral” shall have the meaning set forth in Section 5.1(a) hereof. 

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in
and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof. 

  
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 “Recovery” shall have the meaning set forth in Section 6.8 hereof. 

“Refinance” shall mean, with respect to any Indebtedness (the “Refinanced Indebtedness”), any Indebtedness
incurred in exchange for or as a replacement of (including by entering into alternative financing arrangements in respect of such exchange or replacement (in whole or in part), by adding or replacing lenders, creditors, agents, borrowers and/or
guarantors, or, after the original instrument giving rise to such Indebtedness has been terminated, by entering into any credit agreement, loan agreement, note purchase agreement, indenture or other agreement), or the net proceeds of which are to be
used for the purpose of modifying, extending, refinancing, renewing, replacing, redeeming, repurchasing, defeasing, amending, supplementing, restructuring, repaying, prepaying, retiring, extinguishing or refunding such Refinanced Indebtedness.
“Refinanced” and “Refinancing” have correlative meanings. 
 “Senior-Priority Collateral
Agent” shall mean the Initial Senior-Priority Collateral Agent and, if applicable after the date hereof, any replacement or successor agent or trustee or any Additional Agent or trustee, in its capacity as agent, trustee or other
representative (if any) under any applicable Additional Senior-Priority Documents. 
 “Senior-Priority Debt” shall mean all
obligations, liabilities and Indebtedness of every kind, nature and description owing by any Grantor to any Senior-Priority Secured Party (in its capacity as such), including principal, interest, charges, fees, premiums, indemnities and expenses
(including attorney’s fees and expenses), however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of the Senior-Priority Documents, whether now existing or hereafter arising, whether
arising before, during or after the initial or any renewal term of the Senior-Priority Documents or after the commencement of any case with respect to any Grantor under the Bankruptcy Code or any other Insolvency or Liquidation Proceeding (and
including any principal, interest, fees, costs, expenses and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case or similar
proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured. 

“Senior-Priority Documents” shall mean, collectively, (a) the Senior-Priority
Non-ABL Loan Agreement, (b) the 2021 Secured Notes Indenture, (c) the 2023 Secured Notes Indenture, (d) the 2021 Secured Notes, (e) the 2023 Secured Notes, (f) the Senior-Priority
Security Documents, (g) any Additional Senior-Priority Documents and (h) all other agreements, documents and instruments at any time executed and/or delivered by any Grantor or any other person to, with, or in favor of, any Senior-Priority
Secured Party in connection with any of the documents referred to in clauses (a) through (g) above or related to any thereto, as all of the foregoing now exist or may hereafter be Refinanced (in whole or in part). 

“Senior-Priority Equal Priority Intercreditor Agreement” shall mean the First Lien Intercreditor Agreement dated as of
August 17, 2012, among the Initial Senior-Priority Non-ABL Loan Agreement Agent, the 2021 Secured Notes Trustee, the Initial 2021 Secured Notes Agent, the 2023 Secured Notes Trustee, the Initial 2023
Secured Notes Agent and other parties from time to time party thereto, as amended, supplemented, modified or restated from time to time. 

  
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 “Senior-Priority Holders” shall mean, collectively, any person party to one or
more Senior-Priority Documents as a lender, noteholder, owner, holder or creditor (and including any other lender, noteholder, owner, holder or creditor or group of lenders, noteholders, owners, holders or creditors that at any time Refinances all
or any portion of the Senior-Priority Debt or is otherwise party to one or more Senior-Priority Documents as a lender, noteholder, owner, holder or creditor); sometimes being referred to herein individually as a “Senior-Priority Holder”.

 “Senior-Priority Non-ABL Loan Agreement” shall mean the Fourth Amended and
Restated Credit Agreement dated as of March 23, 2018, by and among the Borrower, Holdings, the Initial Senior-Priority Non-ABL Loan Agreement Agent and lenders from time to time party thereto (as further
amended, supplemented, modified or restated from time to time). 
 “Senior-Priority Secured Parties” shall mean,
collectively, (a) each Senior-Priority Collateral Agent, (b) each Senior-Priority Holder, (c) the 2021 Secured Notes Trustee and the 2023 Secured Notes Trustee, (d) each other person to whom any of the Senior-Priority Debt is
owed and (e) the successors and assigns of each of the foregoing; sometimes being referred to herein individually as a “Senior-Priority Secured Party”. 

“Senior-Priority Security Documents” shall mean the “Security Documents” as defined in the Senior-Priority Non-ABL Loan Agreement, the “Notes Collateral Documents” as defined in the 2021 Secured Notes Indenture and 2023 Secured Notes Indenture and any similar term used in any Additional Senior-Priority Document
to describe any Additional Senior-Priority Document that creates and/or perfects or purports to create and/or perfect any Lien on the Collateral for the benefit of the applicable Senior-Priority Secured Parties under such Additional Senior-Priority
Documents. 
 “Subsidiary” shall mean any “Subsidiary” of the Borrower as defined in the Senior-Priority Non-ABL Loan Agreement as of the date hereof. 
 “Uniform Commercial Code” or
“UCC” shall mean the Uniform Commercial Code (or any similar or equivalent legislation) as from time to time in effect in any applicable jurisdiction. 

1.2    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement,
instrument or other document herein shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any of the Senior-Priority Documents, (b) any reference herein to any Person shall 

  
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be construed to include such Person’s successors and assigns, and as to the Borrower, any Guarantor or any other Grantor, shall be deemed to include a receiver, trustee or debtor-in-possession on behalf of any of such person or on behalf of any such successor or assign, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) except as otherwise expressly provided, all references herein to Sections shall be
construed to refer to Sections of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights and (f) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 

Section 2. Lien Priorities. 

2.1    Subordination. 

(a)    Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to any
Senior-Priority Collateral Agent or any Senior-Priority Secured Party or any Junior-Priority Collateral Agent or any Junior-Priority Secured Party and notwithstanding any provision of the UCC or any applicable Law or any provisions of the
Senior-Priority Documents or the Junior-Priority Documents or any other circumstance whatsoever, each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority
Collateral Agent is acting as Agent, hereby agrees that: (i) any Lien on the Collateral securing Senior-Priority Debt now or hereafter held by or for the benefit or on behalf of any Senior-Priority Secured Party or any Agent therefor shall be
senior in right, priority, operation, effect and in all other respects to any Lien on the Collateral securing the Junior-Priority Debt now or hereafter held by or for the benefit or on behalf of any Junior-Priority Secured Party or any Agent
therefor and (ii) any Lien on the Collateral securing any of the Junior-Priority Debt now or hereafter held by or for the benefit or on behalf of any Junior-Priority Secured Party or any Agent therefor shall be junior and subordinate in all
respects to all Liens on the Collateral securing any Senior-Priority Debt now or hereafter held by or for the benefit or on behalf of any Senior-Priority Secured Party or any Agent therefor. 

(b)    All Liens on the Collateral securing any Senior-Priority Debt shall be and remain senior in all respects and prior
to all Liens on the Collateral securing any Junior-Priority Debt for all purposes, whether or not such Liens securing any Senior-Priority Debt are subordinated to any Lien securing any other obligation of any Grantor or any other Person. 

(c)    The parties hereto intend that the Collateral securing the Senior-Priority Debt and the Collateral securing the
Junior-Priority Debt be identical; provided, however, that the parties hereto acknowledge that the Collateral securing certain of the Senior-Priority Debt and the Junior-Priority Debt may exclude (i) Equity Interests and other
securities of any Subsidiary of the Borrower to the extent required under such applicable Senior-Priority Documents and/or Junior-Priority Documents and necessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933 to file separate financial statements with the SEC (or any other governmental agency) due to the fact that such
Subsidiary’s Equity Interests or other securities secure any such Senior-Priority Debt or 

  
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Junior-Priority Debt and (ii) cash collateral provided under the terms of the Senior-Priority Non-ABL Loan Agreement (it being understood that the
exclusions in clauses (i) and (ii) do not apply to Senior-Priority Debt under the Senior-Priority Non-ABL Loan Agreement). 

2.2    Prohibition on Contesting Liens. Each Senior-Priority Collateral Agent, for itself and on behalf of the
other Senior-Priority Secured Parties with respect to which such Senior-Priority Collateral Agent is acting as Agent and each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to
which such Junior-Priority Collateral Agent is acting as Agent, agrees that it shall not (and hereby waives any right to) contest, or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the
perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any Senior-Priority Secured Party in any Collateral or by or on behalf of any of the Junior-Priority Secured Parties in any Collateral, as the case
may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior-Priority Secured Party or Junior-Priority Secured Party to enforce this Agreement. 

2.3    No New Liens. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, the parties hereto agree that, after the date
hereof, if any Junior-Priority Secured Party shall hold any Lien on any assets of any Grantor securing any Junior-Priority Debt that are not also subject to Liens of each applicable Senior-Priority Collateral Agent under the applicable
Senior-Priority Documents (except for any assets that are expressly not required to be subject to a Lien of such Senior-Priority Collateral Agent under the Senior-Priority Documents with respect to which such Senior-Priority Collateral Agent is
acting as Agent), such Grantor shall promptly give written notice thereof to each such Senior-Priority Collateral Agent and such Grantor shall grant a Lien thereon to each such Senior-Priority Collateral Agent in a manner and on terms satisfactory
to such Senior-Priority Collateral Agent. 
 (b)    So long as any Junior-Priority Debt remains outstanding, the parties
hereto agree that, after the date hereof, if any Senior-Priority Secured Party shall hold any Lien on any assets of any Grantor securing any Senior-Priority Debt that are not also subject to Liens of each Junior-Priority Collateral Agent under the
applicable Junior-Priority Documents (except for any assets that are expressly not required to be subject to a Lien of such Junior-Priority Collateral Agent under the Junior-Priority Documents with respect to which such Junior-Priority Collateral
Agent is acting as Agent and cash collateral provided under the terms of the Senior-Priority Non-ABL Loan Agreement), such Grantor shall promptly give written notice thereof to each such Junior-Priority
Collateral Agent and shall grant a Lien thereon to each such Junior-Priority Collateral Agent in a manner and on terms reasonably satisfactory to such Junior-Priority Collateral Agent. 

(c)    To the extent that the provisions of this Section 2.3 are not complied with for any reason, without limiting
any other right or remedy available to the Senior-Priority Collateral Agents or any other Senior-Priority Secured Party, each Junior-Priority Collateral Agent agrees, for itself and on behalf of the other Junior-Priority Secured Parties with respect
to which such Junior-Priority Collateral Agent is acting as Agent, that any amount received by or distributed to such Junior-Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section shall be subject to
Section 4 hereof. 

  
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 2.4    Similar Liens and Agreements. 

(a)    The parties hereto agree, subject to the other provisions of this Agreement: 

(i)    to cooperate in order to determine, upon any request by any Senior-Priority Collateral Agent or any
Junior-Priority Collateral Agent, the specific items included in the Collateral securing the Senior-Priority Debt and the Collateral securing the Junior-Priority Debt, the steps taken to perfect the Liens thereon, and the identity of the respective
parties obligated under the Senior-Priority Documents and the Junior-Priority Documents; and 

(ii)    to make the forms, documents and agreements creating or evidencing the Collateral securing the
Senior-Priority Debt and the Collateral securing the Junior-Priority Debt and the Liens of the Senior-Priority Secured Parties and the Liens of the Junior-Priority Secured Parties materially the same, other than with respect to the senior priority
or junior priority lien nature of the Liens created or evidenced thereunder (as applicable), the identity of the parties thereto or secured thereby and other matters contemplated by this Agreement, including the proviso in Section 2.1(c). 

Section 3. Enforcement. 

3.1    Exercise of Rights and Remedies. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against any Grantor, each Junior-Priority Collateral Agent agrees, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as
Agent, that: 
 (i)    it will not (A) contest, protest or object to any foreclosure proceeding or
action brought by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or any other exercise by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party of any rights and remedies relating to the
Collateral or otherwise or (B) contest, protest or object to the forbearance by any Senior-Priority Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to any of
the Collateral; 
 (ii)    each Senior-Priority Collateral Agent and the other Senior-Priority Secured
Parties shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt), to make determinations regarding the release, disposition or restrictions
with respect to the Collateral and commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding) without any consultation
with or the consent of any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party; provided, however, that (A) in any 

  
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Insolvency or Liquidation Proceeding commenced by or against any Grantor, a Junior-Priority Collateral Agent may file a proof of claim or statement of interest with respect to the Junior-Priority
Debt with respect to which such Junior-Priority Collateral Agent is acting as Agent, (B) a Junior-Priority Collateral Agent may send such notices of the existence of, or any evidence or confirmation of, the Junior-Priority Debt under the
applicable Junior-Priority Documents or the Liens of such Junior-Priority Collateral Agent in the Collateral to any court or governmental agency, or file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of
such Junior-Priority Collateral Agent in the Collateral, (C) a Junior-Priority Collateral Agent may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any
Person objecting to or otherwise seeking the disallowance of the claims of any Junior-Priority Secured Party with respect to which such Junior-Priority Collateral Agent is acting as Agent, including any claims secured by the Collateral, or otherwise
make any agreements or file any motions pertaining to the applicable Junior-Priority Debt, in each case to the extent not inconsistent with the terms of this Agreement, (D) a Junior-Priority Collateral Agent may commence legal proceedings
against a Grantor (but not any of the Collateral); provided, however, that, such legal proceedings could not reasonably be expected to interfere with the rights of any Senior-Priority Collateral Agent or any other Senior-Priority
Secured Party in and to the Collateral or any Senior-Priority Debt or the exercise by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party of such rights and does not involve any contest or challenge to the validity,
perfection, priority or enforceability of the Liens of any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or any other holder of Senior-Priority Debt and in any event no Junior-Priority Collateral Agent may enforce any
judgment against any of the Collateral, (E) the Junior-Priority Secured Parties shall be entitled to file any proof of claim and other filings, make any arguments and motions and take any other action in order to preserve or protect their Liens
on the Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the applicable Junior-Priority Debt and the Collateral, (F) the Junior-Priority Secured Parties may exercise rights and remedies that may
be exercised by unsecured creditors to the extent provided in Section 3.4 hereof and not otherwise inconsistent with the terms hereof, including, in any Insolvency or Liquidation Proceeding, the right to file any pleadings, objections, motions
or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy Law (other than initiating or joining in an
involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor, except as otherwise requested or expressly consented to in writing by the Designated Senior-Priority Collateral Agent), in each case, in accordance with the terms of
this Agreement; provided, however, that any judgment Lien obtained by a Junior-Priority Secured Party as a result of such exercise of rights will be subject to this Agreement (and will have the same priority hereunder as the other
Liens of the applicable Junior-Priority Collateral Agent); provided further, however, that until the Discharge of Senior-Priority Debt, if a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party shall, at
any time, receive any proceeds of any such judgment Lien, it shall pay such proceeds over to the Senior-Priority Collateral Agent in accordance with the terms of Section 4.2 and (G) in any Insolvency or Liquidation Proceeding, the
Junior-Priority Secured Parties shall be entitled to vote on any plan of reorganization, in a manner and to the extent consistent with the provisions hereof; and 

  
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 (iii)    each Senior-Priority Collateral Agent and the other
Senior-Priority Secured Parties, in exercising rights and remedies with respect to the Collateral, may enforce the provisions of the Senior-Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may
determine in the exercise of their sole discretion and such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale
or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code and of a secured creditor under the Bankruptcy Code or any other Bankruptcy Law, in each case as if no Junior-Priority Debt is then
outstanding. 
 (b)    Each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority
Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral, unless and until the Discharge of Senior-Priority Debt has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior-Priority Debt
has occurred, except as expressly provided in the provisos in Section 3.1(a)(ii) above, the sole right of the Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties with respect to the Collateral is to hold a Lien on
the Collateral pursuant to the Junior-Priority Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior-Priority Debt has occurred. 

(c)    Each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with
respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will not take any action that would hinder any exercise of remedies undertaken by any Senior-Priority Collateral Agent under the Senior-Priority Documents,
including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect
to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any and all rights each may have as a junior lien creditor or otherwise to object to the manner or order in which any Senior-Priority Collateral Agent or the other
Senior-Priority Secured Parties seek to enforce or collect the Senior-Priority Debt or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of any Senior-Priority Collateral Agent or the
other Senior-Priority Secured Parties is or could be adverse to the interests of the Junior-Priority Secured Parties. 

(d)    Each Junior-Priority Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction
contained in any Junior-Priority Document shall be deemed to restrict in any way the rights and remedies of the Senior-Priority Collateral Agents or the other Senior-Priority Secured Parties with respect to the Collateral as set forth in this
Agreement and the Senior-Priority Documents. 

  
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 (e)    Subject to 3.1(a) hereof, the Designated Senior-Priority Collateral
Agent shall have the exclusive right to exercise or enforce any right or remedy with respect to the Collateral and to make determinations regarding the release, disposition or restrictions with respect to the Collateral and commence or seek to
commence any action or proceeding with respect to such rights and remedies and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto.
Following the Discharge of Senior-Priority Debt, subject to the Junior-Priority Equal Priority Intercreditor Agreement and any other then effective intercreditor agreement, the Designated Junior-Priority Collateral Agent, who may be instructed by
the applicable Junior-Priority Secured Parties in accordance with the applicable Junior-Priority Documents, shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Junior-Priority Collateral
Agent, who may be instructed by the applicable Junior-Priority Secured Parties in accordance with the applicable Junior-Priority Documents, shall have the exclusive right to direct the time, method and place of exercising or conducting any
proceeding for the exercise of any right or remedy available to the Junior-Priority Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior-Priority Collateral Agents,
or for the taking of any other action authorized by the Junior-Priority Documents; provided, however, that nothing in this Section 3.1(e) shall impair the right of any Junior-Priority Collateral Agent or other agent or trustee
acting on behalf of the Junior-Priority Secured Parties to take such actions with respect to the Collateral after the Discharge of Senior-Priority Debt as may be otherwise required or authorized pursuant to any intercreditor agreement governing the
Junior-Priority Secured Parties or the Junior-Priority Debt. 
 3.2    Limitation on Exercise of Remedies by
Junior-Priority Secured Parties. Each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent: 

(a)    will not, so long as the Discharge of Senior-Priority Debt has not occurred, enforce or exercise, or
seek to enforce or exercise, any rights or remedies (including any right of setoff or notification of account debtors) with respect to any Collateral, other than the rights set forth in Section 3.1(a)(ii); 

(b)    will not contest, protest or object to any foreclosure action or proceeding brought by any
Senior-Priority Collateral Agent or any other Senior-Priority Secured Party, or any other enforcement or exercise by any Senior-Priority Secured Party of any rights or remedies relating to the Collateral under the Senior-Priority Documents or
otherwise, so long as the Liens of such Junior-Priority Collateral Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1; 

(c)    will not object to the forbearance by any Senior-Priority Collateral Agent or the other
Senior-Priority Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to any of the Collateral; 

(d)    will not, so long as the Discharge of Senior-Priority Debt has not occurred, take or receive any
Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award or any
condemnation award (or deed in lieu of condemnation) relating to any Collateral; 

  
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 (e)    will not take any action that would, or could
reasonably be expected to, hinder, in any manner, any exercise of remedies under the Senior-Priority Documents, including any sale or other disposition of any Collateral, whether by foreclosure or otherwise; 

(f)    will not object to the order or manner in which any Senior-Priority Collateral Agent or any other
Senior-Priority Secured Party may seek to enforce or collect the Senior-Priority Debt or the Liens of such Senior-Priority Secured Party, regardless of whether any action or failure to act by or on behalf of any Senior-Priority Collateral Agent or
any other Senior-Priority Secured Party is, or could be, adverse to the interests of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, and will not assert, and hereby waives, to the
fullest extent permitted by Law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral
or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (f); and 

(g)    will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge
or question the validity or enforceability of any Senior-Priority Debt, any Lien of a Senior-Priority Collateral Agent or any Senior-Priority Security Document, including this Agreement, or the validity or enforceability of the priorities, rights or
obligations established by this Agreement. 
 3.3    Cooperation. Subject to the provisos in
Section 3.1(a)(ii), each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, unless and until the
Discharge of Senior-Priority Debt has occurred, it will not commence, or join with any Person (other than the Designated Senior-Priority Collateral Agent upon its request) in commencing, any enforcement, collection, execution, levy or foreclosure
action or proceeding with respect to any Lien held by it under any of the Junior-Priority Documents, or otherwise. 

3.4    Rights as Unsecured Creditors. The Junior-Priority Collateral Agents and the other Junior-Priority Secured
Parties may exercise rights and remedies as an unsecured creditor against any Grantor in accordance with the terms of the Junior-Priority Documents and applicable Law, but only to the extent that the exercise of any such rights and remedies is not
inconsistent with the terms of this Agreement. In the event any Junior-Priority Secured Party, as a result of the exercise of their rights as unsecured creditors are granted or otherwise holds a judgment Lien, such Lien shall be subject to this
Agreement (and will have the same priority hereunder as the other Liens of the applicable Junior-Priority Collateral Agent). Nothing in this Agreement shall prohibit the receipt by any Junior-Priority Collateral Agent or any other Junior-Priority
Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by such Junior-Priority Collateral Agent or any other Junior-Priority Secured Party with respect to which
such Junior-Priority Collateral Agent is 

  
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acting as Agent of foreclosure rights or other remedies as a secured creditor (including any right of setoff) or enforcement in contravention of this Agreement of any Lien held by any of them or
any other act in contravention of this Agreement. 
 3.5    Release of Junior-Priority Liens. 

(a)    Effective upon any sale, lease, license, exchange, transfer or other disposition of any Collateral permitted, or
expressly consented to in writing by the Senior-Priority Collateral Agents, under the terms of the Senior-Priority Documents to which each such Agent is a party that results in the release of any of such Senior-Priority Collateral Agent’s Liens
on any Collateral (excluding any sale or other disposition that is expressly prohibited by the Junior-Priority Documents (as in effect on the date hereof) unless such sale or other disposition is consummated in connection with the exercise of such
Senior-Priority Collateral Agent’s remedies in respect of Collateral or consummated after the commencement of any Insolvency or Liquidation Proceeding or consummated upon the occurrence or during the existence of an event of default under the
Senior-Priority Documents to which such Agent is a party): 
 (i)    the Liens, if any, of each
Junior-Priority Collateral Agent, for itself or for the benefit of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, on such Collateral shall be automatically, unconditionally and
simultaneously released to the same extent as the release of each such Senior-Priority Collateral Agent’s Lien; provided, however, that the proceeds thereof shall be applied pursuant to Section 4.1; 

(ii)    each Junior-Priority Collateral Agent, for itself or on behalf of the Junior-Priority Secured
Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall promptly upon the written request of any Senior-Priority Collateral Agent execute and deliver such release documents and confirmations of the authorization
to file UCC amendments and terminations provided for herein, in each case as the Senior-Priority Collateral Agents may reasonably require in connection with such sale, lease, license, exchange, transfer or other disposition by the Senior-Priority
Collateral Agents, the Senior-Priority Collateral Agents’ agents or any Grantor with the prior written consent of the Senior-Priority Collateral Agents to evidence and effectuate such termination and release; provided, however,
that any such release or UCC amendment or termination by such Junior-Priority Collateral Agent shall not extend to or otherwise affect any of the rights, if any, of such Junior-Priority Collateral Agent to the proceeds from any such sale, lease,
license, exchange, transfer or other disposition of the Collateral; 
 (iii)    each Junior-Priority
Collateral Agent, for itself or on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall be deemed to have authorized the Designated Senior-Priority Collateral Agent
to file UCC amendments and terminations covering the Collateral so sold, leased, licensed, exchanged, transferred or otherwise disposed of as to UCC financing statements between any Grantor and such Junior-Priority Collateral Agent or any other
Junior-Priority Secured Party with respect to which such Junior-Priority Collateral Agent is acting as Agent to evidence such release and termination; and 

  
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 (iv)    each Junior-Priority Collateral Agent, for itself or
on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall be deemed to have consented under the Junior-Priority Documents to which such Agent is a party, to such sale,
lease, license, exchange, transfer or other disposition to the same extent as the consent of the Senior-Priority Collateral Agents and the other Senior-Priority Secured Parties. 

(b)    (i) So long as the Discharge of Senior-Priority Debt has not occurred, each Junior-Priority Collateral Agent, for
itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby constitutes and appoints (which appointment is coupled with an interest and is irrevocable) the
Designated Senior-Priority Collateral Agent and any officer or agent of the Designated Senior-Priority Collateral 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 Junior-Priority Collateral Agent or such holder or in the Designated
Senior-Priority Collateral Agent’s own name, from time to time in the Designated Senior-Priority Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 3.5, to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 3.5, including any termination statements, endorsements or other instruments of transfer or release. 

(ii)    Nothing contained in this Agreement shall be construed to modify the obligation of any
Senior-Priority Collateral Agent to act in a manner consistent with applicable Law in the exercise of its rights to sell, lease, license, exchange, transfer or otherwise dispose of any Collateral. 

3.6    Insurance and Condemnation Awards. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, the Designated Senior-Priority Collateral Agent
and the other Senior-Priority Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Senior-Priority Documents and to the terms of the ABL Intercreditor Agreement, to settle and adjust claims in respect
of Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Collateral. So long as the Discharge of Senior-Priority Debt has not occurred
(subject, in the case of any ABL Priority Collateral, to the terms of the ABL Intercreditor Agreement), all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, be
paid to the Designated Senior-Priority Collateral Agent for the benefit of the Senior-Priority Secured Parties to the extent required under the applicable Senior-Priority Documents, (b) second, be paid to the Designated Junior-Priority
Collateral Agent for the benefit of the Junior-Priority Secured Parties to the extent required under the applicable Junior-Priority Documents and (c) third, if no Junior-Priority Debt is outstanding, be paid to the owner of the subject
property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable Law. Until the Discharge of Senior-Priority Debt, if any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party
shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall pay such proceeds over to the Designated Senior-Priority Collateral Agent in accordance with the terms of Section 4.2. 

  
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 (b)    After the Discharge of Senior-Priority Debt has occurred and so long
as the Discharge of Junior-Priority Debt has not occurred, the Designated Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the
Junior-Priority Documents and to the terms of the ABL Intercreditor Agreement and any other then effective intercreditor agreement, to settle and adjust claims in respect of Collateral under policies of insurance and to approve any award granted in
any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Collateral. After the Discharge of Senior-Priority Debt has occurred (subject, in the case of any ABL Priority Collateral, to the terms of the ABL
Intercreditor Agreement), but so long as the Discharge of Junior-Priority Debt has not occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, be paid to
the Designated Junior-Priority Collateral Agent for the benefit of the Junior-Priority Secured Parties to the extent required under the applicable Junior-Priority Documents and (b) second, if no Junior-Priority Debt is outstanding, be paid to
the owner of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable Law. 

Section 4. Payments. 

4.1    Application of Proceeds. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, the Collateral or proceeds thereof received in
connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies shall be applied in the following order of priority (subject, in the case of any ABL Priority Collateral, to the terms of the ABL
Intercreditor Agreement): 
 (i)    first, to the Senior-Priority Debt in such order as specified
in the relevant Senior-Priority Documents until the Discharge of Senior-Priority Debt has occurred; and 

(ii)    second, to the Junior-Priority Debt in such order as specified in the relevant
Junior-Priority Documents until the Discharge of Junior-Priority Debt has occurred. 
 (b)    Upon the Discharge of
Senior-Priority Debt, to the extent permitted under applicable Law and subject to the ABL Intercreditor Agreement and without imposing any liability on the Designated Senior-Priority Collateral Agent or any other Senior-Priority Secured Party (with
any right to seek to impose any such liability being hereby expressly waived by each Junior-Priority Collateral Agent on behalf of itself and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is
acting as Agent), the Designated Senior-Priority Collateral Agent shall deliver to the Designated Junior-Priority Collateral Agent, without recourse, representation or warranty, any proceeds of Collateral held by it at such time in the same form as
received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Junior-Priority Collateral Agent to the Junior-Priority Debt in such order as specified in the
Junior-Priority Equal Priority Intercreditor Agreement, if applicable, and/or the other Junior-Priority Documents. 

  
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 (c)    The foregoing provisions of this Agreement are intended solely to
govern the respective lien priorities as between the Junior-Priority Collateral Agents and the Senior-Priority Collateral Agents and shall not impose on any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party any obligations
in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other governmental authority or any applicable
Law. 
 4.2    Payments Over. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against any Grantor, each Junior-Priority Collateral Agent agrees, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as
Agent, that any Collateral or proceeds thereof or payment with respect thereto received by such Junior-Priority Collateral Agent or any other Junior-Priority Secured Party, with respect to the Collateral, and including in connection with any right
of set-off, insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to the Designated Senior-Priority
Collateral Agent for the benefit of the Senior-Priority Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided, however, that
this Section 4.2(a) shall not apply to any required payments of interest and principal received by a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party prior to the commencement of any Insolvency or Liquidation
Proceeding so long as such receipt is not the direct or indirect result of the exercise by such Junior-Priority Collateral Agent or any other Junior-Priority Secured Party of foreclosure rights or other remedies as a secured creditor or enforcement
in contravention of this Agreement of any Lien held by any of them or any other act in contravention of this Agreement. The Designated Senior-Priority Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for
the Junior-Priority Collateral Agents. This authorization is coupled with an interest and is irrevocable. 

4.3    Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained
herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then each Junior-Priority Collateral Agent and each Junior-Priority Secured Party agrees that
any distribution or recovery it may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of Senior-Priority Debt has not occurred) be
segregated and held in trust and forthwith paid over to the Designated Senior-Priority Collateral Agent for the benefit of the Senior-Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a
representation of such Junior-Priority Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of
competent jurisdiction may otherwise direct 

  
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until such time as the Discharge of Senior-Priority Debt has occurred. Until the Discharge of Senior-Priority Debt occurs, each Junior-Priority Collateral Agent, for itself and on behalf of each
other Junior-Priority Secured Party with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby appoints the Designated Senior-Priority Collateral Agent, and any officer or agent of such Designated Senior-Priority
Collateral Agent, with full power of substitution, the attorney-in-fact of each Junior-Priority Secured Party for the limited purpose of carrying out the provisions of
this Section 4.3 and taking any action and executing any instrument that such Designated Senior-Priority Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.3, which appointment is coupled with an
interest and is irrevocable. 
 Section 5. Bailee for Perfection. 

5.1    Each Agent as Bailee. 

(a)    Each Senior-Priority Collateral Agent agrees to hold any Collateral that can be perfected by the possession or
control of such Collateral (or by notation of such Senior-Priority Collateral Agent’s lien, if any, on any certificate of title, if applicable) or of any deposit or securities account in which such Collateral is held, and if such Collateral or
any such deposit or securities account is in fact in the possession or under the control of a Senior-Priority Collateral Agent, or of agents or bailees of such Senior-Priority Collateral Agent (such Collateral being referred to herein as the
“Pledged or Controlled Collateral”) as bailee and agent for and on behalf of the Junior-Priority Collateral Agents, solely for the purpose of perfecting the security interest granted to the Junior-Priority Collateral Agents in such
Pledged or Controlled Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the Junior-Priority Documents, subject to the terms and conditions of this Section 5. 

(b)    So long as the Discharge of Senior-Priority Debt has not occurred, the Senior-Priority Collateral Agents shall be
entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other Senior-Priority Documents as if the Liens on the Collateral securing the Junior-Priority Debt did not exist. The obligations and
responsibilities of the Senior-Priority Collateral Agents to the Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties under this Section 5 shall be limited solely to holding or controlling the Pledged or Controlled
Collateral as bailee in accordance with this Section 5. Without limiting the foregoing, the Senior-Priority Collateral Agents shall have no obligation whatsoever to the Junior-Priority Collateral Agents or any other Junior-Priority Secured
Party to assure that the Pledged or Controlled Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person, except as expressly set forth in this Section 5. The duty or responsibility of the
Senior-Priority Collateral Agents under this Section 5 shall be limited solely to holding the Pledged or Controlled Collateral as bailee and agent for and on behalf of the Junior-Priority Collateral Agents for purposes of perfecting the Liens
held by the Junior-Priority Collateral Agents. 
 (c)    The Senior-Priority Collateral Agents shall not have, by reason
of the Senior-Priority Documents, the Junior-Priority Documents, this Agreement or any other document, a fiduciary relationship in respect of any other Senior-Priority Secured Party, the Junior-Priority


  
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Collateral Agents or any other Junior-Priority Secured Party and shall not have any liability to any other Senior-Priority Secured Party, the Junior-Priority Collateral Agents or any other
Junior-Priority Secured Party in connection with its holding the Pledged or Controlled Collateral; and the Junior-Priority Collateral Agents shall not have, by reason of the Junior-Priority Documents, this Agreement or any other document, a
fiduciary relationship in respect of any other Junior-Priority Secured Party and shall not have any liability to any other Junior-Priority Secured Party in connection with its holding the Pledged or Controlled Collateral. 

(d)    The provisions of this Section 5.1 shall be subject in all respects to Section 5.5 (First Priority Agent
as Gratuitous Bailee for Perfection) of the ABL Intercreditor Agreement, and in the event of any conflict between the provisions of this Section 5.1 and such Section of the ABL Intercreditor Agreement, the provisions of the ABL Intercreditor
Agreement shall govern and control. 
 5.2    Transfer of Pledged or Controlled Collateral. 

(a)    Upon the Discharge of Senior-Priority Debt, to the extent permitted under applicable Law, the Senior-Priority
Collateral Agents shall, together with any necessary endorsements but without recourse, representation or warranty, transfer the possession and control of the Pledged or Controlled Collateral, if any, then in its possession or control to the
Designated Junior-Priority Collateral Agents except in the event and to the extent that (a) any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party has retained or otherwise acquired such Collateral in full or partial
satisfaction of any of the Senior-Priority Debt, (b) such Collateral is sold or otherwise disposed of by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or by a Grantor as provided in this Agreement or
(c) it is otherwise required by any order of any court or other Governmental Authority or applicable Law or would result in the risk of liability of any Senior-Priority Secured Party to any third party. The foregoing provision shall not impose
on any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other Governmental
Authority or any applicable Law. In connection with any transfer described herein to any Junior-Priority Collateral Agent, as applicable, and upon the Discharge of Senior-Priority Debt (so long as the Discharge of Junior-Priority Debt has not
occurred), each Senior-Priority Collateral Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be paid by the Borrower) as shall be reasonably requested by any Junior-Priority Collateral Agent
acting at the direction of the requisite number of Junior-Priority Holders with respect to which such Junior-Priority Collateral Agent is acting as Agent in accordance with the applicable Junior-Priority Documents to permit such Junior-Priority
Collateral Agent to obtain, for the benefit of the applicable Junior-Priority Secured Parties, a first priority security interest in the Pledged or Controlled Collateral (subject, in the case of any ABL Priority Collateral, to the terms of the ABL
Intercreditor Agreement and subject to other Liens permitted by the Junior-Priority Documents). 

  
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 Section 6. Insolvency or Liquidation Proceedings. 

6.1    General Applicability; Filing of Motions. 

(a)    This Agreement shall be applicable both before and after the institution of any Insolvency or Liquidation Proceeding
involving the Borrower or any other Grantor, including the filing of any petition by or against the Borrower or any other Grantor under the Bankruptcy Code or under any other Bankruptcy Law and all converted or subsequent cases in respect thereof,
and all references herein to the Borrower or any Grantor shall be deemed to apply to the trustee for the Borrower or such Grantor and the Borrower or such Grantor as
debtor-in-possession. The relative rights of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties in or to any distributions from or in respect of
any Collateral or proceeds of Collateral shall continue after the institution of any Insolvency or Liquidation Proceeding involving the Borrower or any other Grantor, including the filing of any petition by or against the Borrower or any other
Grantor under the Bankruptcy Code or under any other Bankruptcy Law and all converted cases and subsequent cases, on the same basis as prior to the date of such institution, subject to any court order approving the financing of, or use of cash
collateral by, the Borrower or any other Grantor as debtor-in-possession, or any other court order affecting the rights and interests of the parties hereto not in
conflict with this Agreement. This Agreement shall constitute a subordination agreement for the purposes of Section 510(a) of the Bankruptcy Code and shall be enforceable in any Insolvency or Liquidation Proceeding in accordance with its terms.

 (b)    Until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent agrees on
behalf of itself and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent that no Junior-Priority Secured Party shall, in or in connection with any Insolvency or Liquidation
Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Collateral, including with respect to the determination of any
Liens or claims held by any Senior-Priority Collateral Agent (including the validity and enforceability thereof) or any other Senior-Priority Secured Party or Junior-Priority Secured Party or the value of any claims of such parties under
Section 506(a) of the Bankruptcy Code or otherwise; provided, however, that each Junior-Priority Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding, subject to the limitations contained
in this Agreement and only if consistent with the terms and the limitations on the Junior-Priority Collateral Agents imposed hereby or (ii) take other actions specified in the provisos to Section 3.1(a)(ii) or otherwise with the prior
written consent of the Designated Senior-Priority Collateral Agent, subject to the requisite consent of any bankruptcy court. 

6.2    Bankruptcy Financing. 

(a)    Until the Discharge of Senior-Priority Debt has occurred, if any Grantor shall be subject to any Insolvency or
Liquidation Proceeding and any Senior-Priority Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the
Senior-Priority Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties or any other person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then
(subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent
is acting as Agent, agrees that it will raise no objection to such use of cash collateral or DIP Financing (unless the Designated Senior-Priority Collateral Agent or the Senior-Priority Secured Parties for which such Designated
Senior-

  
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Priority Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) so long as (i) such cash collateral use or DIP Financing is on commercially reasonable terms
and, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of
reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of
Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the
Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate
(and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any
“carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder
of Liens on the Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or to the extent otherwise permitted by Section 6.4). 

6.3    Relief from the Automatic Stay. Each Junior-Priority Collateral Agent, for itself and on behalf of the other
Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, so long as the Discharge of Senior-Priority Debt has not occurred, no Junior-Priority Secured Party shall, without the prior
written consent of the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders, as determined in accordance with the applicable Senior-Priority Documents) seek or request relief
from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of any part of the Collateral, any proceeds thereof or any Lien securing any of the Junior-Priority Debt. Notwithstanding anything to
the contrary set forth in this Agreement, no Grantor waives or shall be deemed to have waived any rights under Section 362 of the Bankruptcy Code. 

6.4    Adequate Protection. 

(a)    Each Junior-Priority Collateral Agent, on behalf of itself and the other Junior-Priority Secured Parties with
respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting (i) any request by any Senior-Priority Collateral Agent or any
of the other Senior-Priority Secured Parties for adequate protection or any adequate protection provided to any Senior-Priority Collateral Agent or other Senior-Priority Secured Parties, (ii) any objection by any Senior-Priority Collateral
Agent or any of the other Senior-Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to any Senior-Priority
Collateral Agent or any other Senior-Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise (it being understood and agreed that the value of the Liens on the Collateral held by each Senior-Priority Secured
Party shall be determined without regard to the existence of any Liens held by the Junior-Priority Secured Parties). 

  
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 (b)    So long as each Senior-Priority Collateral Agent and the
Senior-Priority Secured Parties shall have received and shall continue to receive all accrued post-petition interest, fees or expenses with respect to the Senior-Priority Debt, each Junior-Priority Collateral Agent and any Junior-Priority Secured
Party with respect to which such Junior-Priority Collateral Agent is acting as Agent may seek any claim for allowance of post-petition interest, fees or expenses in any Insolvency or Liquidation Proceeding of Junior-Priority Debt (it being
understood and agreed that the value of the Liens on the Collateral held by each Junior-Priority Secured Party shall be determined taking into account the Liens on the Collateral held by the Senior-Priority Secured Parties); provided,
however, that until the Discharge of Senior-Priority Debt, if any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party shall, at any time, receive any post-petition interest arising from any such claim, it shall pay
such post-petition interest over to the Designated Senior-Priority Collateral Agent in accordance with the terms of Section 4.2 hereof. 

(c)    Each Junior-Priority Collateral Agent, on behalf of itself and the other Junior-Priority Secured Parties with
respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that none of them shall seek or accept adequate protection without the prior written consent of the Designated Senior-Priority Collateral Agent (acting at the written
direction of the requisite number of Senior-Priority Holders, as determined in accordance with the applicable Senior-Priority Documents), except that each Junior-Priority Collateral Agent, for itself or on behalf of the other Junior-Priority Secured
Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall be permitted (i) to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Collateral, or additional or
replacement collateral to secure the Junior-Priority Debt in connection with any DIP Financing or use of cash collateral as provided for in Section 6.2 hereof, or in connection with any such adequate protection obtained by any Senior-Priority
Collateral Agent and any other Senior-Priority Secured Parties, as long as, in each case, such Senior-Priority Collateral Agent is also granted such additional or replacement Liens or additional or replacement collateral and such Liens of such
Junior-Priority Collateral Agent or any such other Junior-Priority Secured Party are subordinated to the Liens securing the Senior-Priority Debt to the same extent as the Liens of such Junior-Priority Collateral Agent and the other Junior-Priority
Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent on the Collateral are subordinated to the Liens of each applicable Senior-Priority Collateral Agent and each other applicable Senior-Priority Secured
Parties hereunder, (ii) to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to any Senior-Priority Collateral Agent and (iii) to seek and receive,
subject to the provisions of this Agreement, additional adequate protection of its junior interest in the Collateral in the form of a superpriority administrative expense claim, including a claim arising under 11 U.S.C. §507(b);
provided, however, that, (A) any such superpriority administrative expense claim of a Junior-Priority Collateral Agent shall be junior in all respects to any superpriority administrative expense claim granted to any
Senior-Priority Collateral Agent with respect to such Collateral and (B) in the event that a Junior-Priority Collateral Agent, on behalf of itself and other Junior-Priority Secured Parties such Junior-Priority Collateral Agent with respect to
which such Junior-Priority Collateral Agent is acting as Agent, seeks or receives protection of its junior interest in the Collateral and is granted a superpriority administrative expense claim, including a claim arising under 11 U.S.C.
§507(b), then such Junior-Priority Collateral Agent, on behalf of itself and the other Junior-Priority Secured Parties with respect to 

  
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which such Junior-Priority Collateral Agent is acting as Agent, agrees that all Senior-Priority Secured Parties shall receive a superpriority administrative expense claim which shall be senior in
all respects to the superpriority administrative expense claim granted to such Junior-Priority Collateral Agent with respect to the Collateral (with the relative priorities of all such superpriority administrative expense claims to be the same as
the Lien priorities set forth in Section 2.1 hereof). 
 6.5    Reorganization Securities. If, in any
Insolvency or Liquidation Proceeding, debt obligations of any reorganized Grantor secured by Liens upon any property of such reorganized Grantor are distributed, pursuant to a plan of reorganization, on account of the Senior-Priority Debt and/or the
Junior-Priority Debt, then, to the extent that the debt obligations distributed on account of the Senior-Priority Debt and/or on account of the Junior-Priority Debt are secured by Liens upon the same assets or property, the provisions of this
Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. 

6.6    Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims
and interests of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other
Bankruptcy Law, (b) the grants of the Liens to secure the Senior-Priority Debt and the grants of the Liens to secure the Junior-Priority Debt constitute two separate and distinct grants of Liens, (c) (i) the rights of the Senior-Priority
Secured Parties in the Collateral are fundamentally different from the Junior-Priority Secured Parties’ rights in the Collateral and (ii) the rights of the Junior-Priority Secured Parties in the Collateral are fundamentally different from
the Senior-Priority Secured Parties’ rights in the Collateral and (d) as a result of the foregoing, among other things, the Senior-Priority Debt and the Junior-Priority Debt must be separately classified in any plan of reorganization
proposed or adopted in any Insolvency or Liquidation Proceeding. 
 6.7    Asset Dispositions. Except as
otherwise set forth below, until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral
Agent is acting as Agent, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale,
lease, license, exchange, transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent
is acting as Agent or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of
any Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in
accordance with the applicable Senior-Priority Documents); provided, however, that, (i) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall be applied to the Senior-Priority
Debt or the Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative


  
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priorities set forth in Section 2.1 hereof and (ii) the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to
have waived any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code, so long as any such credit bid provides for the payment in full in cash of all Senior-Priority Debt. 

6.8    Preference Issues. If any Senior-Priority Secured Party is required in any Insolvency or Liquidation
Proceeding or otherwise to turn over or otherwise pay to the estate of any Grantor any amount (a “Recovery”), then the Senior-Priority Debt previously owing to such Senior-Priority Secured Party shall be reinstated to the extent of
such Recovery and, if theretofore terminated, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and
obligations of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties provided for herein. 

6.9    Certain Waivers as to Section 1111(b)(2) of the Bankruptcy Code. Each Junior-Priority
Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, waives any claim any such Junior-Priority Secured Party may hereafter have
against any Senior-Priority Secured Party arising out of the election by any Senior-Priority Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law. 

6.10    Other Bankruptcy Laws. In the event that an Insolvency or Liquidation Proceeding is filed in a jurisdiction
other than the United States or is governed by any Bankruptcy Law other than the Bankruptcy Code, each reference in this Agreement to a section of the Bankruptcy Code shall be deemed to refer to the substantially similar or corresponding provision
of the Bankruptcy Law applicable to such Insolvency or Liquidation Proceeding, or in the absence of any specific similar or corresponding provision of the Bankruptcy Law, such other general Bankruptcy Law as may be applied in order to achieve
substantially the same result as would be achieved under each applicable section of the Bankruptcy Code. 
 Section 7. Reliance; Waivers, etc.

 7.1    Reliance. The consent by the Senior-Priority Secured Parties to the incurrence of the Junior-Priority
Debt, the execution and delivery of the Junior-Priority Documents and the grant to each Junior-Priority Collateral Agent on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent,
of a Lien on the Collateral and all loans, other extensions of credit or other obligations made or deemed made on and after the date hereof by the Senior-Priority Secured Parties to any Grantor shall be deemed to have been given and made in reliance
upon this Agreement. 
 7.2    No Warranties or Liability. Each Senior-Priority Collateral Agent, for itself and
on behalf of the other Senior-Priority Secured Parties with respect to which such Senior-Priority Collateral Agent is acting as Agent and each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties
with respect to which such Junior-Priority Collateral Agent is acting as Agent, acknowledges and agrees that, except for the representations 

  
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and warranties set forth in Section 9, none of the parties to this Agreement has made any express or implied representation or warranty, including with respect to the execution, validity,
legality, completeness, collectability or enforceability of any of the Senior-Priority Documents, the Junior-Priority Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. So long as any Senior-Priority Debt
remains outstanding, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that the Senior-Priority Secured
Parties will be entitled to manage and supervise their Senior-Priority Debt under the Senior-Priority Documents in accordance with Law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior-Priority Secured Parties may
manage their Senior-Priority Debt under the Senior-Priority Documents without regard to any rights or interests that any Junior-Priority Collateral Agent or any of the other Junior-Priority Secured Parties have in the Collateral or otherwise, except
as otherwise provided in this Agreement. None of the Senior-Priority Collateral Agents nor any of the other Senior-Priority Secured Parties shall have any express or implied duty to any Junior-Priority Collateral Agents or any of the other
Junior-Priority Secured Parties and neither the Junior-Priority Collateral Agents nor any of the other Junior-Priority Secured Parties shall have any express or implied duty to any Senior-Priority Collateral Agent or any of the other Senior-Priority
Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or a default under any agreements with any Grantor (including the Senior-Priority Documents and the
Junior-Priority Documents), regardless of any knowledge thereof which they may have or be charged with. 
 7.3    No
Waiver of Lien Priorities. 
 (a)    No right of any Senior-Priority Collateral Agent or any of the other
Senior-Priority Secured Parties or any Junior-Priority Collateral Agent or any of the other Junior-Priority Secured Parties to enforce any provision of this Agreement or any of the Senior-Priority Documents or the Junior-Priority Documents shall at
any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or by any Junior-Priority
Collateral Agent or any other Junior-Priority Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Senior-Priority Documents or any of the Junior-Priority Documents, regardless
of any knowledge thereof which such Person may have or be otherwise charged with. 
 (b)    Without in any way limiting
the generality of the foregoing paragraph (but subject to the rights of the Grantors under the Senior-Priority Documents), the Senior-Priority Collateral Agents and any of the other Senior-Priority Secured Parties may, at any time and from time to
time, without the consent of, or notice to, the Junior-Priority Collateral Agents or any other Junior-Priority Secured Party, without incurring any liabilities to the Junior-Priority Collateral Agents or any other Junior-Priority Secured Party and
without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party is affected,
impaired or extinguished thereby), do any one or more of the following: 
 (i)    change the manner,
place or terms of payment or change or extend the time of payment of or amend, renew, exchange, increase or alter the terms of any of the 

  
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Senior-Priority Debt or any Lien on any Collateral or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase
in or extension of the Senior-Priority Debt, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the
Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties, the Senior-Priority Debt or any of the Senior-Priority Documents; 

(ii)    sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and
in any order any part of the Collateral or any liability of any Grantor to the Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties, or any liability incurred directly or indirectly in respect thereof in accordance
with the terms hereof; 
 (iii)    settle or compromise any of the Senior-Priority Debt or any other
liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Senior-Priority Debt) in any manner or
order; and 
 (iv)    exercise or delay in or refrain from exercising any right or remedy against any
Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor or any Collateral and any security and any guarantor or any liability of any Grantor to any of the Senior-Priority Secured Parties or any liability incurred
directly or indirectly in respect thereof. 
 (c)    Each Junior-Priority Collateral Agent, for itself and on behalf of
the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, also agrees that each Senior-Priority Collateral Agent and the other Senior-Priority Secured Parties shall have no liability with
respect to any actions which such Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties may take or permit or omit to take with respect to (i) the Senior-Priority Documents, (ii) the collection of the
Senior-Priority Debt or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral. Each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect to which such
Junior-Priority Collateral Agent is acting as Agent, agrees that each Senior-Priority Collateral Agent and the other Senior-Priority Secured Parties have no duty to them in respect of the maintenance or preservation of the Collateral, the
Senior-Priority Debt or otherwise. 
 (d)    Each Junior-Priority Collateral Agent agrees not to assert and hereby
waives, to the fullest extent permitted by Law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable
law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable Law. 

  
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 7.4    Obligations Unconditional. All rights, interests, agreements
and obligations of the Senior-Priority Collateral Agents and the other Senior-Priority Secured Parties and the Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties, respectively, hereunder shall remain in full force and
effect irrespective of: 
 (a)    any lack of validity or enforceability of any Senior-Priority Documents
or any Junior-Priority Documents; 
 (b)    any change in the time, manner or place of payment of, or in
any other terms of, all or any of the Senior-Priority Debt or the Junior-Priority Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the
Senior-Priority Non-ABL Loan Agreement, the 2021 Secured Notes Indenture, the 2023 Secured Notes Indenture, any Additional Senior-Priority Document or any of the other Senior-Priority Documents, of the terms
of any Junior-Priority Secured Notes Indenture, any Additional Junior-Priority Document or any of the other Junior-Priority Documents; 

(c)    any exchange of any security interest in any Collateral or any other collateral, or any amendment,
waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior-Priority Debt or the Junior-Priority Debt or any guarantee thereof; 

(d)    the commencement of any Insolvency or Liquidation Proceeding in respect of any Grantor; or 

(e)    any other circumstances which otherwise might constitute a defense available to, or a discharge of,
any Grantor in respect of the Senior-Priority Debt or the Junior-Priority Debt, or of the Senior-Priority Collateral Agents (or any of the other Senior-Priority Secured Parties) or the Junior-Priority Collateral Agents (or any of the other
Junior-Priority Secured Parties) in respect of this Agreement. 
 Section 8. Miscellaneous. 

8.1    Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the
Senior-Priority Documents or the Junior-Priority Documents, the provisions of this Agreement shall govern. Solely with respect to any ABL Priority Collateral, in the event of any conflict between the provisions of this Agreement and the ABL
Intercreditor Agreement, the provisions of the ABL Intercreditor Agreement shall govern. 
 8.2    Continuing Nature
of this Agreement; Severability. This Agreement shall continue to be effective until the Discharge of Senior-Priority Debt shall have occurred or the final payment in full in cash of the Junior-Priority Debt and the termination and release by
each Junior-Priority Secured Party of any Liens to secure the Junior-Priority Debt. This is a continuing agreement of lien subordination and the Senior-Priority Secured Parties may continue, at any time and without notice to any Junior-Priority
Collateral Agent or any other Junior-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Senior-Priority Debt in reliance hereon. Each Junior-Priority
Collateral Agent, for itself and on behalf of the Junior-Priority Secured 

  
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Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any right it may have under applicable Law to revoke this Agreement or any of the provisions
of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not
invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

8.3    When Discharge of Debt Deemed to Not Have Occurred. 

(a)    If substantially contemporaneously with the Discharge of Senior-Priority Debt, the Borrower Refinances Indebtedness
outstanding under any of the Senior-Priority Documents, then, after written notice to the Junior-Priority Collateral Agents and delivery of an officer’s certificate of the Borrower certifying that such Refinancing is not prohibited by the
Junior-Priority Documents, (a) the Indebtedness and other obligations arising pursuant to such Refinancing of the then outstanding Indebtedness under such Senior-Priority Documents shall automatically be treated as Senior-Priority Debt for all
purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (b) each Additional Senior-Priority Document governing or evidencing such new Indebtedness shall automatically be
treated as a Senior-Priority Document for all purposes of this Agreement, (c) the Additional Agent under the Additional Senior-Priority Document shall be deemed to be a Senior-Priority Collateral Agent for all purposes of this Agreement and
(d) the Additional Holders under such Additional Senior-Priority Document shall be deemed to be Senior-Priority Holders for purposes of this Agreement. Upon receipt of written notice of such Refinancing (including the identity of the Additional
Agent) and the delivery of an officer’s certificate of the Borrower certifying that such Refinancing is not prohibited by the Junior-Priority Documents, each Junior-Priority Collateral Agent shall promptly enter into an Intercreditor Agreement
Joinder to provide to the Additional Agent the rights of a Senior-Priority Collateral Agent contemplated hereby and acknowledge that the Additional Holders shall be bound by the terms hereof to the extent applicable to the Senior-Priority Holders.

 (b)    If substantially contemporaneously with the Discharge of Junior-Priority Debt, the Borrower Refinances
Indebtedness outstanding under any of the Junior-Priority Documents, then, after written notice to the Senior-Priority Collateral Agents and delivery of an officer’s certificate of the Borrower certifying that such Refinancing is not prohibited
by the Senior-Priority Documents, (a) the Indebtedness and other obligations arising pursuant to such Refinancing of the then outstanding Indebtedness under such Junior-Priority Documents shall automatically be treated as Junior-Priority Debt
for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (b) each Additional Junior-Priority Document governing or evidencing such new Indebtedness shall
automatically be treated as a Junior-Priority Document for all purposes of this Agreement, (c) the Additional Agent shall be deemed to be a Junior-Priority Collateral Agent for all purposes of this Agreement and (d) the Additional Holders
under such Additional Junior-Priority Documents shall be deemed to be Junior-Priority Holders for purposes of this Agreement. Upon receipt of written notice of such Refinancing (including the identity of the Additional Agent) and delivery of an
officer’s certificate of the Borrower certifying that such Refinancing is not prohibited by the Senior-Priority Documents, each Senior-Priority Collateral Agent shall promptly enter into 

  
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an Intercreditor Agreement Joinder to provide to the Additional Agent the rights of a Junior-Priority Collateral Agent contemplated hereby and acknowledge that the Additional Holders shall be
bound by the terms hereof to the extent applicable to the Junior-Priority Holders. 
 8.4    Legends on
Junior-Priority Documents. 
 (a)    Each Junior-Priority Collateral Agent agrees that each Junior-Priority Document
that is a security agreement, pledge agreement, mortgage or deed of trust shall include the following language (or language to similar effect approved by each Senior-Priority Collateral Agent): 

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Junior-Priority Collateral Agent pursuant
to this Agreement and the exercise of any right or remedy by the Junior-Priority Collateral Agent hereunder are subject to the provisions of the Senior-Junior Lien Intercreditor Agreement, dated as of June 22, 2018 (as amended, supplemented or
otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, Cayman Islands Branch, in its capacity as Initial Senior-Priority Collateral Agent, Regions Bank, in its capacity as Initial
Junior-Priority Collateral Agent, and CHS/Community Health Systems, Inc. and certain of its affiliates. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern.” 
 8.5    Amendments; Waivers. 

(a)    No amendment, modification or waiver of any of the provisions of this Agreement by any Senior-Priority Collateral
Agent or any Junior-Priority Collateral Agent shall be deemed to be made unless the same shall be in writing signed on behalf of the party making the same or its authorized agent and each waiver, if any, shall be a waiver only with respect to the
specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. The Grantors shall not have any right to consent to
or approve any amendment, modification or waiver of any provision of this Agreement except to the extent that their rights or obligations are directly adversely affected; provided that any amendment, modification or waiver of Section 6.2, this
Section 8.5(a), Section 8.5(b) and any component definitions or references shall be deemed to directly adversely affect the Grantors. 

(b)    Notwithstanding the provisions of Section 8.5(a): 

(i)    The Borrower, without the consent of any Agent or any other party hereto, may determine that a
supplemental agreement (which may take the form of an amendment or supplement or an amendment and restatement of this Agreement) is necessary or appropriate to facilitate having additional secured Indebtedness or other secured obligations
(“Additional Debt”) of the Borrower or any of the other Grantors be treated as Senior-Priority Debt or Junior-Priority Debt, as the case may be, under this 

  
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Agreement, which supplemental agreement shall be in form and substance reasonably satisfactory to the Borrower, the applicable Additional Agent and each other Agent and shall specify whether such
Additional Debt constitutes Senior-Priority Debt or Junior-Priority Debt; provided, however, that (A) the incurrence of such Additional Debt is not prohibited by the Senior Priority Documents and the Junior-Priority Documents, and
such documents do not prohibit such Additional Debt from being secured by Liens on the Collateral with a priority commensurate with Senior-Priority Debt or Junior-Priority Debt hereunder (as applicable), and (B) the terms of such supplemental
agreement will contain terms substantially the same as the terms contained in this Agreement. 

(ii)    Upon the written request of the Borrower and delivery to each Agent of an officer’s
certificate certifying that such Additional Debt is not prohibited by the Senior-Priority Documents or the Junior-Priority Documents, as applicable, the applicable Additional Agent and the other Agents and the Grantors shall enter into an amendment
to this Agreement as described in clause (b)(i) above to (A) facilitate such Additional Debt becoming Senior-Priority Debt or Junior-Priority Debt to the extent that such obligations are not prohibited by the Senior-Priority Documents and the
Junior-Priority Documents, as applicable, with the Lien priority contemplated by this Agreement and (B) include the applicable Additional Agent as a Senior-Priority Collateral Agent or Junior-Priority Collateral Agent, as applicable, under this
Agreement; provided, however, that, in any case, the terms of such amendment shall be consistent with and contain terms substantially the same as the terms contained in this Agreement. 

8.6    Subrogation. 

(a)    Each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect
to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior-Priority Debt has occurred. 

8.7    Security Documents. 

(a)    In the event that any Senior-Priority Collateral Agent enters into any amendment, waiver or consent in respect of
any of the Senior-Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior-Priority Security Document or changing in any manner the rights of any
parties thereunder, then such amendment, waiver or consent shall apply automatically to (x) any comparable provision of the Comparable Junior-Priority Security Document without the consent of or action by any Junior-Priority Secured Party (with
all such amendments, waivers and modifications subject to the terms hereof); provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Junior-Priority
Security Document, except to the extent that a release of such Lien is permitted or contemplated by this Agreement, (ii) unless such amendment, waiver or consent affects the Senior-Priority Secured Parties in a like or similar manner to the
effect on the Junior-Priority Secured Parties (other than by virtue of their relative priorities and rights and obligations hereunder), no such amendment, waiver or consent shall apply automatically to the Comparable Junior-Priority Security
Document without the consent of or action by, any Junior-Priority 

  
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Secured Party, if such amendment, waiver or consent materially and adversely affects the rights of the Junior-Priority Holders, (iii) no such amendment, waiver or consent with respect to any
provision applicable to the Agents under the Junior-Priority Documents shall apply automatically to any comparable provision of the Comparable Junior-Priority Security Document, without the prior written consent of such Agents, (iv) notice of
such amendment, waiver or consent shall be given to the Junior-Priority Collateral Agents by the Senior-Priority Collateral Agents on the date of its effectiveness (provided that the failure to give such notice shall not affect the
effectiveness and validity of such amendment, waiver or consent) and (v) a copy of such amendment, waiver or consent shall be given by the Senior-Priority Collateral Agents to the Junior-Priority Collateral Agents. 

8.8    Notices. All notices to the Junior-Priority Secured Parties and the Senior-Priority Secured Parties
permitted or required under this Agreement may be sent to the applicable, Junior-Priority Collateral Agent and Senior-Priority Collateral Agent, respectively. 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 (PDF transmission only if a signature is required) or sent by courier service, facsimile transmission or U.S. mail and shall be deemed to have
been given when delivered in person or by courier service, upon receipt of a facsimile transmission or electronic mail or four Business Days after deposit in the U.S. 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 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. 

 

			
	Initial Senior-Priority Collateral Agent:	  	 Credit Suisse AG, Cayman Islands Branch

Eleven Madison Avenue
 New York, NY 10010

Attention: Agency Group
 Facsimile No.: (212)
325-8304

		
	Initial Junior-Priority Collateral Agent:	  	 Regions Bank
 1180 West Peachtree Street

Suite 1200
Atlanta, Georgia 30309
Attention: Kristine Prall
Facsimile: (404) 581-3770

		
	Each Grantor:	  	 CHS/Community Health Systems, Inc.
 4000
Meridian Boulevard
 Franklin, TN 37067-6325
 Attention: General
Counsel
 Facsimile No.: (615) 373-9704



  
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	 with a copy to:
	  	 Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: James D. Cross, Esq.

Facsimile No.: (212) 455-2502

Telephone No.: (212) 455-3386


 8.9    No Waiver by Senior-Priority Secured Parties. Except as expressly provided
in the provisos in Section 3.1(a)(ii), nothing contained herein shall prohibit or in any way limit the Senior-Priority Collateral Agents or any other Senior-Priority Secured Party from opposing, challenging or objecting to, in any Insolvency or
Liquidation Proceeding or otherwise, any action taken, or any claim made, by a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party, including any request by a Junior-Priority Collateral Agent or any other Junior-Priority
Secured Party for adequate protection or any exercise by a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party of any of its rights and remedies under the applicable Junior-Priority Documents or otherwise. 

8.10    Further Assurances. Each of the Junior-Priority Collateral Agents, for itself and on behalf of the other
Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, and each Grantor party hereto, for itself and on behalf of its subsidiaries, agrees that it will execute, or will cause to be executed,
any and all further documents, agreements and instruments (in recordable form, if requested, and in form and substance reasonably satisfactory to the Junior-Priority Collateral Agents), and take all such further actions, as may be required under any
applicable Law, or which any Senior-Priority Collateral Agent may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities provided for herein. 

Section 9. Representations and Warranties. 

9.1    Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties
hereto that this Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by Bankruptcy
Laws and by general principles of equity. 
 9.2    Consent to Jurisdiction; Waiver of Jury Trial. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK IN NEW YORK COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT. 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


  
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MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.2. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS THAT ALL SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PARTY AS
PROVIDED IN SECTION 8.8 HEREOF FOR SUCH PARTY. SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED THREE (3) DAYS AFTER THE SAME SHALL BE POSTED AS AFORESAID. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION TO ANY ACTION INSTITUTED HEREUNDER BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO THE VENUE OF ANY ACTION
INSTITUTED HEREUNDER. 
 9.3    Governing Law. The validity, construction and effect of this Agreement shall be
governed by the internal laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect
thereto. 
 9.4    Binding on Successors and Assigns. This Agreement shall be binding upon the Senior-Priority
Collateral Agents, the other Senior-Priority Secured Parties, the Junior-Priority Collateral Agents, the other Junior-Priority Secured Parties, the Grantors and their respective permitted successors and assigns. 

9.5    Specific Performance. Each of the Senior-Priority Collateral Agents and the Junior-Priority Collateral
Agents may demand specific performance of this Agreement. Each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties, and each Senior-Priority Collateral Agent, for itself and on behalf of the
Senior-Priority Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at Law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by such
Senior-Priority Collateral Agent or Junior-Priority Collateral Agent, as the case may be. 
 9.6    Section Titles;
Time Periods. 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. 

9.7    Counterparts. This Agreement may be executed in one or more counterparts, 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 this Agreement by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an
original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so
shall not affect the validity, enforceability or binding effect of this Agreement. 
 9.8    Parties in Interest.
This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and their respective successors and assigns and shall inure to the benefit of all of the Senior-Priority Secured Parties and the
Junior-Priority Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. No other Person shall have or be entitled to assert rights or benefits hereunder. 

  
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 9.9    Provisions Solely to Define Relative Rights. The provisions of
this Agreement are and are intended solely for the purpose of defining the relative rights of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties. None of the Borrower, any other Grantor, any Guarantor or any other creditor
thereof shall have any rights or obligations, except as expressly provided in this Agreement, hereunder and none of the Borrower, any other Grantor or any Guarantor may rely on the terms hereof. The parties hereto hereby acknowledge that each
Junior-Priority Collateral Agent shall be entitled to all of its rights, protections, privileges, indemnities and immunities afforded to it under the Junior-Priority Documents in connection with its execution of this Agreement and performance of its
obligations hereunder. 
 9.10    Initial Senior-Priority Collateral Agent and Initial Junior-Priority Collateral
Agent. It is understood and agreed that (a) the Initial Senior-Priority Collateral Agent is entering into this Agreement in its capacity as (i) Collateral Agent (as defined in the Senior-Priority
Non-ABL Loan Agreement) under the Senior-Priority Non-ABL Loan Agreement and the provisions of Article VIII applicable to the Agents (as defined therein) thereunder
shall also apply to the Initial Senior-Priority Collateral Agent hereunder, (ii) Collateral Agent (as defined in the 2021 Secured Notes Indenture) under the 2021 Secured Notes Indenture and the provisions of Article XII applicable to the
Collateral Agent thereunder shall also apply to the Initial Senior-Priority Collateral Agent hereunder (including, for the avoidance of doubt, Section 12.1 thereof) and (iii) Collateral Agent (as defined in the 2023 Secured Notes
Indenture) under the 2023 Secured Notes Indenture and the provisions of Article XII applicable to the Collateral Agent thereunder shall also apply to the Initial Senior-Priority Collateral Agent hereunder (including, for the avoidance of doubt,
Section 12.1 thereof) and (b) the Initial Junior-Priority Collateral Agent is entering into this Agreement in its capacity as Junior-Priority Collateral Agent (as defined in each Junior-Priority Secured Notes Indenture) under each of the
Junior-Priority Secured Notes Indentures and the provisions of Article XII of each such Junior-Priority Secured Notes Indenture applicable to the Junior-Priority Collateral Agent thereunder shall also apply to the Initial Junior-Priority Collateral
Agent hereunder (including, for the avoidance of doubt, Section 12.1 thereof). 
 9.11    Application of
Proceeds. Any Collateral or proceeds thereof or payment with respect thereto received by the Designated Senior-Priority Collateral Agent in accordance with this Agreement shall be applied by such Agent for the benefit of the Senior-Priority
Secured Parties in accordance with the Senior-Priority Equal Priority Intercreditor Agreement, if applicable, and/or the other Senior-Priority Documents and subject, in the case of ABL Priority Collateral, to the ABL Intercreditor Agreement. Any
Collateral or proceeds thereof or payment with respect thereto received by the Designated Junior-Priority Collateral Agent in accordance with this Agreement shall be applied by such Agent for the benefit of the Junior-Priority Secured Parties in
accordance with the Junior-Priority Equal Priority Intercreditor Agreement, if applicable, and/or the other Junior-Priority Documents and subject, in the case of ABL Priority Collateral, to the ABL Intercreditor Agreement. 

9.12    Additional Grantors. The Borrower will promptly cause each Person that becomes a Grantor to execute and
deliver to each Agent party hereto an acknowledgment to this Agreement substantially in the form of Exhibit A, whereupon such Person will be bound by the 

  
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terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. Each of the Senior-Priority Secured Parties, the Junior-Priority Secured Parties and the
Grantors party 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. 

[Remainder of this page intentionally left blank] 

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

			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Initial Senior-Priority Collateral Agent,
		
	        By	 	 /s/ Doreen Barr

		 	Name: Doreen Barr
		 	Title: Authorized Signatory
		
	        By	 	 /s/ Lingzi Huang

		 	Name: Lingzi Huang
		 	Title: Authorized Signatory



  








					
	REGIONS BANK, as Initial Junior-Priority Collateral Agent,
		
	        By	 	             /s/ Kristine
Prall

		 	Name:	 	Kristine Prall
		 	Title:	 	Vice President
		
	        By	 	             /s/ Arthur G. Mosley,
II

		 	Name:	 	Arthur G. Mosley, II
		 	Title:	 	Vice President



  








					
	CHS/COMMUNITY HEALTH SYSTEMS, INC.
		
	        By	 	             /s/ Edward W.
Lomicka

		 	Name:	 	Edward W. Lomicka
		 	Title:	 	Vice President and Treasurer



  








					
	COMMUNITY HEALTH SYSTEMS, INC.
		
	        By	 	             /s/ Edward W.
Lomicka

		 	Name:	 	Edward W. Lomicka
		 	Title:	 	Vice President and Treasurer



  








			
	 ABILENE HOSPITAL, LLC
	  	CHHS HOLDINGS, LLC
		
	 ABILENE MERGER, LLC
	  	CHHS HOSPITAL COMPANY, LLC
		
	 AFFINITY HEALTH SYSTEMS, LLC
	  	CHS PENNSYLVANIA HOLDINGS, LLC
		
	 AFFINITY HOSPITAL, LLC
	  	CHS RECEIVABLES FUNDING, LLC
		
	 BERWICK HOSPITAL COMPANY, LLC
	  	CHS TENNESSEE HOLDINGS, LLC
		
	 BILOXI H.M.A., LLC
	  	CHS VIRGINIA HOLDINGS, LLC
		
	 BIRMINGHAM HOLDINGS II, LLC
	  	CITRUS HMA, LLC
		
	 BIRMINGHAM HOLDINGS, LLC
	  	CLARKSVILLE HOLDINGS II, LLC
		
	 BLUEFIELD HOLDINGS, LLC
	  	CLARKSVILLE HOLDINGS, LLC
		
	 BLUEFIELD HOSPITAL COMPANY, LLC
	  	CLEVELAND HOSPITAL COMPANY, LLC
		
	 BLUFFTON HEALTH SYSTEM LLC
	  	CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC
		
	 BRANDON HMA, LLC
	  	CLINTON HMA, LLC
		
	 BROWNWOOD HOSPITAL, L.P.
	  	COATESVILLE HOSPITAL CORPORATION
		
	 BROWNWOOD MEDICAL CENTER, LLC
	  	COCKE COUNTY HMA, LLC
		
	 BULLHEAD CITY HOSPITAL
CORPORATION
	  	COLLEGE STATION HOSPITAL, L.P.
		
	 BULLHEAD CITY HOSPITAL INVESTMENT
CORPORATION
	  	COLLEGE STATION MEDICAL CENTER, LLC
		
	 CAMPBELL COUNTY HMA, LLC
	  	COLLEGE STATION MERGER, LLC
		
	 CARLSBAD MEDICAL CENTER, LLC
	  	COMMUNITY HEALTH INVESTMENT COMPANY, LLC
		
	 CAROLINAS HOLDINGS, LLC
	  	CP HOSPITAL GP, LLC
		
	 CAROLINAS JV HOLDINGS GENERAL, LLC
	  	CPLP, LLC
		
	 CAROLINAS JV HOLDINGS, L.P.
	  	CRESTWOOD HEALTHCARE, L.P.
		
	 CENTRAL FLORIDA HMA HOLDINGS, LLC
	  	CRESTWOOD HOSPITAL LP, LLC
		
	 CENTRAL STATES HMA HOLDINGS, LLC
	  	CRESTWOOD HOSPITAL, LLC
		
	 CHESTER HMA, LLC
	  	CSMC, LLC
		
	 CHESTNUT HILL HEALTH SYSTEM,
LLC
	  	DEACONESS HOLDINGS, LLC

  

									
		  	By:	  	             /s/ Edward W.
Lomicka
	  	
		  		  	Name:	  	Edward W. Lomicka	  	
		  		  	Title:	  	Vice President and Treasurer	  	

           Acting on behalf of each of the entities set forth
above 

  








			
	DEACONESS HOSPITAL HOLDINGS, LLC	  	HMA-TRI HOLDINGS, LLC
		
	DESERT HOSPITAL HOLDINGS, LLC	  	HOBBS MEDCO, LLC
		
	DETAR HOSPITAL, LLC	  	HOSPITAL MANAGEMENT ASSOCIATES, LLC
		
	DHFW HOLDINGS, LLC	  	HOSPITAL MANAGEMENT SERVICES OF FLORIDA, LP
		
	DUKES HEALTH SYSTEM, LLC	  	HOSPITAL OF MORRISTOWN, LLC
		
	DYERSBURG HOSPITAL COMPANY, LLC	  	JACKSON HMA, LLC
		
	EMPORIA HOSPITAL CORPORATION	  	JACKSON HOSPITAL CORPORATION
		
	FLORIDA HMA HOLDINGS, LLC	  	JEFFERSON COUNTY HMA, LLC
		
	FOLEY HOSPITAL CORPORATION	  	KAY COUNTY HOSPITAL CORPORATION
		
	FORT SMITH HMA, LLC	  	KAY COUNTY OKLAHOMA HOSPITAL COMPANY, LLC
		
	FRANKFORT HEALTH PARTNER, INC.	  	KENNETT HMA, LLC
		
	FRANKLIN HOSPITAL CORPORATION	  	KEY WEST HMA, LLC
		
	GADSDEN REGIONAL MEDICAL CENTER, LLC	  	KIRKSVILLE HOSPITAL COMPANY, LLC
		
	GAFFNEY H.M.A., LLC	  	KNOXVILLE HMA HOLDINGS, LLC
		
	GRANBURY HOSPITAL CORPORATION	  	LAKEWAY HOSPITAL COMPANY, LLC
		
	GRMC HOLDINGS, LLC	  	LANCASTER HOSPITAL CORPORATION
		
	HALLMARK HEALTHCARE COMPANY, LLC	  	LAREDO TEXAS HOSPITAL COMPANY, L.P.
		
	HEALTH MANAGEMENT ASSOCIATES, LLC	  	LAS CRUCES MEDICAL CENTER, LLC
		
	HEALTH MANAGEMENT ASSOCIATES, LP	  	LEA REGIONAL HOSPITAL, LLC
		
	HEALTH MANAGEMENT GENERAL PARTNER I, LLC	  	LEBANON HMA, LLC
		
	HEALTH MANAGEMENT GENERAL PARTNER, LLC	  	LONGVIEW CLINIC OPERATIONS COMPANY, LLC
		
	HMA FENTRESS COUNTY GENERAL HOSPITAL, LLC	  	LONGVIEW MEDICAL CENTER, L.P.
		
	HMA HOSPITALS HOLDINGS, LP	  	LONGVIEW MERGER, LLC
		
	HMA SANTA ROSA MEDICAL CENTER, LLC	  	LRH, LLC
		
	HMA SERVICES GP, LLC	  	LUTHERAN HEALTH NETWORK OF INDIANA, LLC

  

									
		  	By:	  	             /s/ Edward W.
Lomicka
	  	
		  		  	Name:	  	Edward W. Lomicka	  	
		  		  	Title:	  	Vice President and Treasurer	  	

           Acting on behalf of each of the entities set forth
above 

  








			
	MADISON HMA, LLC	  	PHOENIXVILLE HOSPITAL COMPANY, LLC
		
	MARSHALL COUNTY HMA, LLC	  	POPLAR BLUFF REGIONAL MEDICAL CENTER, LLC
		
	MARTIN HOSPITAL COMPANY, LLC	  	PORT CHARLOTTE HMA, LLC
		
	MARY BLACK HEALTH SYSTEM LLC	  	POTTSTOWN HOSPITAL COMPANY, LLC
		
	MCSA, L.L.C.	  	PUNTA GORDA HMA, LLC
		
	MEDICAL CENTER OF BROWNWOOD, LLC	  	QHG GEORGIA HOLDINGS II, LLC
		
	METRO KNOXVILLE HMA, LLC	  	QHG GEORGIA HOLDINGS, INC.
		
	MISSISSIPPI HMA HOLDINGS I, LLC	  	QHG GEORGIA, LP
		
	MISSISSIPPI HMA HOLDINGS II, LLC	  	QHG OF BLUFFTON COMPANY, LLC
		
	MOBERLY HOSPITAL COMPANY, LLC	  	QHG OF CLINTON COUNTY, INC.
		
	NAPLES HMA, LLC	  	QHG OF ENTERPRISE, INC.
		
	NATCHEZ HOSPITAL COMPANY, LLC	  	QHG OF FORREST COUNTY, INC.
		
	NATIONAL HEALTHCARE OF LEESVILLE, INC.	  	QHG OF FORT WAYNE COMPANY, LLC
		
	NAVARRO HOSPITAL, L.P.	  	QHG OF HATTIESBURG, INC.
		
	NAVARRO REGIONAL, LLC	  	QHG OF SOUTH CAROLINA, INC.
		
	NC-DSH, LLC	  	QHG OF SPARTANBURG, INC.
		
	NORTHWEST ARKANSAS HOSPITALS, LLC	  	QHG OF SPRINGDALE, INC.
		
	NORTHWEST HOSPITAL, LLC	  	REGIONAL HOSPITAL OF LONGVIEW, LLC
		
	NOV HOLDINGS, LLC	  	RIVER OAKS HOSPITAL, LLC
		
	NRH, LLC 	  	RIVER REGION MEDICAL CORPORATION
		
	OAK HILL HOSPITAL CORPORATION	  	ROH, LLC 
		
	ORO VALLEY HOSPITAL, LLC	  	ROSWELL HOSPITAL CORPORATION
		
	PALMER-WASILLA HEALTH SYSTEM, LLC	  	RUSTON HOSPITAL CORPORATION
		
	PASCO REGIONAL MEDICAL CENTER, LLC	  	RUSTON LOUISIANA HOSPITAL COMPANY, LLC
		
	PENNSYLVANIA HOSPITAL COMPANY, LLC	  	SACMC, LLC 

  

									
		  	By:	  	             /s/ Edward W.
Lomicka
	  	
		  		  	Name:	  	Edward W. Lomicka	  	
		  		  	Title:	  	Vice President and Treasurer	  	

           Acting on behalf of each of the entities set forth
above 

  








			
	SALEM HOSPITAL CORPORATION	  	TRIAD-ARMC, LLC
		
	SAN ANGELO COMMUNITY MEDICAL CENTER, LLC	  	TRIAD-EL DORADO, INC.
		
	SAN ANGELO MEDICAL, LLC	  	TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC
		
	SCRANTON HOLDINGS, LLC	  	TULLAHOMA HMA, LLC
		
	SCRANTON HOSPITAL COMPANY, LLC	  	TUNKHANNOCK HOSPITAL COMPANY, LLC
		
	SCRANTON QUINCY HOLDINGS, LLC	  	VAN BUREN H.M.A., LLC
		
	SCRANTON QUINCY HOSPITAL COMPANY, LLC	  	VENICE HMA, LLC
		
	SEMINOLE HMA, LLC	  	VHC MEDICAL, LLC
		
	SHELBYVILLE HOSPITAL COMPANY, LLC	  	VICKSBURG HEALTHCARE, LLC
		
	SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC	  	VICTORIA HOSPITAL, LLC
		
	SILOAM SPRINGS HOLDINGS, LLC	  	VICTORIA OF TEXAS, L.P.
		
	SOUTHEAST HMA HOLDINGS, LLC	  	VIRGINIA HOSPITAL COMPANY, LLC
		
	SOUTHERN TEXAS MEDICAL CENTER, LLC	  	WEATHERFORD HOSPITAL CORPORATION
		
	SOUTHWEST FLORIDA HMA HOLDINGS, LLC	  	WEATHERFORD TEXAS HOSPITAL COMPANY, LLC
		
	STATESVILLE HMA, LLC	  	WEBB HOSPITAL CORPORATION
		
	TENNESSEE HMA HOLDINGS, LP	  	WEBB HOSPITAL HOLDINGS, LLC
		
	TENNYSON HOLDINGS, LLC	  	WESLEY HEALTH SYSTEM LLC
		
	TOMBALL TEXAS HOLDINGS, LLC	  	WHMC, LLC 
		
	TOMBALL TEXAS HOSPITAL COMPANY, LLC	  	WILKES-BARRE BEHAVIORAL HOSPITAL COMPANY, LLC 
		
	TRIAD HEALTHCARE, LLC	  	WILKES-BARRE HOLDINGS, LLC
		
	TRIAD HOLDINGS III, LLC	  	WILKES-BARRE HOSPITAL COMPANY, LLC
		
	TRIAD HOLDINGS IV, LLC	  	WOODLAND HEIGHTS MEDICAL CENTER, LLC
		
	TRIAD HOLDINGS V, LLC	  	WOODWARD HEALTH SYSTEM, LLC
		
	TRIAD NEVADA HOLDINGS, LLC	  	
		
	TRIAD OF ALABAMA, LLC	  	

  

									
		  	By:	  	             /s/ Edward W.
Lomicka
	  	
		  		  	Name:	  	Edward W. Lomicka	  	
		  		  	Title:	  	Vice President and Treasurer	  	

           Acting on behalf of each of the entities set forth
above 

  







 Exhibit A 

[FORM OF] 
 SENIOR-JUNIOR
LIEN INTERCREDITOR AGREEMENT JOINDER 
 Reference is made to the Senior-Junior Lien Intercreditor Agreement dated as of June 22,
2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, Cayman Islands Branch, as Initial Senior-Priority Collateral Agent,
Regions Bank, as Initial Junior-Priority Collateral Agent, CHS/Community Health Systems, Inc., a Delaware corporation, Community Health Systems, Inc., a Delaware corporation, each subsidiary of the Borrower from time to time party thereto and each
Additional Agent from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement. 

This Senior-Junior Lien Intercreditor Agreement Joinder, dated as of [●], 20[●] (this “Joinder”), is being
delivered pursuant to requirements of the Intercreditor Agreement. 
 1.    Joinder. The undersigned, [●],
as [a Grantor][an Additional Agent, on behalf of itself and the applicable [Senior-Priority][Junior-Priority] Secured Parties], hereby becomes a party to the Intercreditor Agreement as a [Grantor][Senior-Priority Collateral Agent][Junior-Priority
Collateral Agent] thereunder for all purposes thereof on the terms set forth therein, and to be bound by the terms, conditions and provisions of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor
Agreement as of the date thereof. 
 2.    Agreements. The undersigned [Grantor][Senior-Priority Secured
Party][Junior-Priority Secured Party] hereby agrees, for the enforceable benefit of all existing and future Senior-Priority Secured Parties and Junior-Priority Secured Parties that the undersigned is [(and the [Senior-Priority][Junior-Priority]
Secured Parties represented by it are)] bound by the terms, conditions and provisions of the Intercreditor Agreement to the extent set forth therein. 

3.    Notice Information. The address of the undersigned [Grantor][Senior-Priority Secured
Party][Junior-Priority Secured Party] for purposes of all notices and other communications hereunder and under the Intercreditor Agreement is [●], Attention of [●] (Facsimile No. [●][, electronic mail address: [●]]). 

4.    Counterparts. This Joinder may be executed in two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute one contract. Delivery of an executed signature page to this Joinder by facsimile transmission or by email as a “.pdf” or “.tif” attachment shall be as effective as
delivery of a manually signed counterpart of this Joinder. 
 5.    Governing Law. THIS JOINDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 6.    Loan Document. This Joinder
shall constitute a Loan Document, under and as defined in the Senior-Priority Non-ABL Loan Agreement. 

  
 A-1 







 7.    Miscellaneous. The provisions of Section 8 of the
Intercreditor Agreement will apply with like effect to this Joinder. 
 [Signature Pages Follow] 

  
 A-2 







 IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed by its authorized
representative, and each Agent has caused the same to be accepted by its authorized representative, as of the day and year first above written. 
  

			
	[NAME OF [ADDITIONAL SECURED PARTY][GRANTOR]],
as [                    ]
		
	        By:	 	
                     
                    

		 	Name:
		 	Title:



  
 A-3 







 [Acknowledged and Agreed to by: 
  

			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Senior-Priority Collateral Agent
		
	By:	 	
                     
                    

		 	Name:
		 	Title:
		
		 	Address: [                    ]
		 	Facsimile: [                    ]

                     ]1 
  
  

	1 	Include if this Joinder is delivered pursuant to Section 8.3(b). 


  
 A-4 







 [Acknowledged and Agreed to by: 
  

			
	[●],
as Junior-Priority Collateral Agent
		
	By:	 	
                     
                    

		 	Name:
		 	Title:
		
		 	Address: [●]
		 	Facsimile: [●]

                     ]2 
  
  

	2 	Include if this Joinder is delivered pursuant to Section 8.3(a). 


  
 A-5