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INTERCREDITOR AGREEMENT

Dated as of May 15, 2025

among

NORTHGATE TRUST COMPANY, N.A. as Notes Collateral Agent

VELTHORN NATIONAL BANK, N.A. as ABL Agent

DUNMORE ENERGY HOLDINGS LTD. as Issuer

DUNMORE UPSTREAM FINANCE CORP. as Co-Issuer

and

EACH OF THE GUARANTORS PARTY HERETO FROM TIME TO TIME

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This INTERCREDITOR AGREEMENT (this "Agreement"), dated as of May 15, 2025, is entered into among NORTHGATE TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, having its principal corporate trust office at 100 Wall Street, Suite 1600, New York, New York 10005 (EIN 13-6520098), acting in its capacity as collateral agent under the Notes Security Documents (as defined herein) (in such capacity, the "Notes Collateral Agent"); VELTHORN NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States, having its principal office at 1111 Fannin Street, Suite 2500, Houston, Texas 77002, acting in its capacity as administrative agent under the ABL Credit Agreement (as defined herein) (in such capacity, the "ABL Agent"); DUNMORE ENERGY HOLDINGS LTD., an exempted company duly incorporated and existing under the laws of the Cayman Islands (Cayman Registry No. MC-384726) (the "Issuer" or "DEH"); DUNMORE UPSTREAM FINANCE CORP., a corporation duly incorporated and existing under the laws of the State of Delaware (EIN 93-4728106) (the "Co-Issuer" or "DUFC" and, together with the Issuer, the "Issuers"); and each of the Guarantors (as defined herein) party hereto from time to time.

RECITALS

A. The Issuers have entered into that certain Indenture dated as of May 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Notes Indenture"), among the Issuers, the Guarantors party thereto, and Northgate Trust Company, N.A., as trustee (in such capacity, the "Indenture Trustee") and as collateral agent (in such capacity, the "Notes Collateral Agent"), pursuant to which the Issuers are issuing $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes bear interest at a rate of 9.375% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2025, and mature on May 15, 2032. The Notes are secured by first-priority liens (subject to the terms of this Agreement) on substantially all of the assets of the Issuers and the Guarantors, as more fully described in the Notes Security Documents.

B. The Issuers and certain of the Guarantors are parties to that certain ABL Credit Agreement dated as of March 22, 2023, as amended by that certain First Amendment to ABL Credit Agreement dated as of September 8, 2023, and as further amended by that certain Second Amendment to ABL Credit Agreement dated as of February 14, 2024 (as further amended, restated, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), among the Issuers, the Guarantors party thereto, the lenders from time to time party thereto (the "ABL Lenders"), and Velthorn National Bank, N.A., as administrative agent (in such capacity, the "ABL Agent"), providing for a $750,000,000 senior secured revolving credit facility (the "ABL Facility"). As of the date hereof, $470,000,000 of the ABL Facility is currently drawn and outstanding. The ABL Facility matures on June 30, 2028 and bears interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the ABL Credit Agreement) plus 2.75%. The obligations under the ABL Credit Agreement are secured by liens on substantially all of the assets of the Issuers and the Guarantors, as more fully described in the ABL Documents.

C. The obligations under the Notes Indenture and the ABL Credit Agreement are each secured by liens on the assets of the Issuers and the Guarantors (collectively, the "Collateral"), and the parties hereto desire to set forth their relative rights and priorities with respect to such liens, the exercise of remedies, the application of proceeds, and other matters relating to the Collateral, all as more fully set forth herein.

D. The Guarantors as of the date hereof include: (i) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria; (ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware; (iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware; (iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal; (v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and (vi) Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales (collectively, the "Initial Guarantors"). Additional subsidiaries may become Guarantors from time to time pursuant to a supplemental indenture or amendment to the ABL Credit Agreement, and any such additional subsidiary shall be required to execute a joinder to this Agreement in the form attached hereto as Exhibit C.

E. The security interests in the Collateral are evidenced by, among other instruments: (i) the U.S. Pledge and Security Agreement dated as of May 15, 2025, among the Issuers, the U.S. Guarantors, and the Notes Collateral Agent (governed by the laws of the State of New York); (ii) the Nigerian Debenture and Charge dated as of May 15, 2025, between Dunmore Nigeria E&P Ltd. and the Notes Collateral Agent (governed by the laws of the Federal Republic of Nigeria); (iii) the English Debenture dated as of May 15, 2025, between Dunmore Trading Ltd. and the Notes Collateral Agent (governed by the laws of England and Wales); and (iv) the Senegalese Nantissement and Cession Fiduciaire dated as of May 15, 2025, between Dunmore Senegal S.A. and the Notes Collateral Agent (governed by the laws of the Republic of Senegal) (collectively, the "Notes Security Documents"), together with corresponding security documents executed in favor of the ABL Agent securing the ABL Obligations.

F. The ABL Agent is represented in connection with this Agreement and the transactions contemplated hereby by Pruitt Halsey LLP, with offices at 600 Travis Street, Suite 4000, Houston, Texas 77002.

G. The Issuers and Guarantors have requested that the Notes Collateral Agent and the ABL Agent enter into this Agreement to define the relative lien priorities, enforcement rights, waterfall provisions, and other intercreditor arrangements with respect to the Collateral, and the Notes Collateral Agent and the ABL Agent have agreed to do so upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions, and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"ABL Agent" means Velthorn National Bank, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as administrative agent under the ABL Credit Agreement, and any successor administrative agent appointed in accordance with the terms of the ABL Credit Agreement.

"ABL Credit Agreement" has the meaning ascribed to such term in Recital B, and includes the revolving credit agreement providing the ABL Facility, as the same may be amended, restated, supplemented, refinanced, replaced, or otherwise modified from time to time.

"ABL Documents" means, collectively, the ABL Credit Agreement, each security agreement, pledge agreement, guarantee, mortgage, deed of trust, control agreement, and each other agreement, instrument, or document executed and delivered in connection with the ABL Facility, including any hedging agreements and cash management agreements that constitute ABL Obligations, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"ABL Facility" means the $750,000,000 senior secured revolving credit facility established pursuant to the ABL Credit Agreement, of which $470,000,000 is currently drawn and outstanding as of the date hereof. The ABL Facility bears interest at SOFR plus 275 basis points and matures on June 30, 2028.

"ABL Lenders" means the financial institutions from time to time party to the ABL Credit Agreement as lenders, together with their respective successors and assigns.

"ABL Lien" means any lien on any asset of any Grantor that secures any ABL Obligation.

"ABL Obligations" means all obligations of the Issuers and the Guarantors under the ABL Documents, whether now existing or hereafter arising, including, without limitation, all principal, interest (including post-petition interest to the extent allowable), fees (including commitment fees, letter of credit fees, fronting fees, and agency fees), reimbursement obligations in respect of letters of credit, all hedging obligations under any interest rate, currency, or commodity hedging agreements entered into with any ABL Lender or affiliate thereof to the extent designated as ABL Obligations under the ABL Credit Agreement, all cash management obligations in respect of deposit accounts, treasury management services, and similar arrangements with any ABL Lender or affiliate thereof, and all costs, expenses, and indemnification obligations payable under the ABL Documents.

"ABL Priority Collateral" means: (a) all accounts receivable (as defined in Section 9-102(a)(2) of the UCC), including trade receivables arising from the sale of crude oil, natural gas, natural gas liquids, condensate, refined products, and renewable energy credits; (b) all inventory (as defined in Section 9-102(a)(48) of the UCC), including crude oil, natural gas, petroleum product, and other hydrocarbon inventory, whether in transit, in storage, or held for sale; (c) all deposit accounts (as defined in Section 9-102(a)(29) of the UCC) and securities accounts (as defined in Section 8-501 of the UCC), in each case to the extent such accounts hold or contain proceeds of accounts receivable or inventory described in clauses (a) and (b); (d) all chattel paper, instruments, and general intangibles arising from or directly related to such accounts receivable or inventory; and (e) all products and proceeds (as defined in Section 9-102(a)(64) of the UCC) of the foregoing, in each case whether now owned or hereafter acquired by any Grantor. For the avoidance of doubt, ABL Priority Collateral does not include property, plant and equipment, equity interests, intellectual property, material contracts, or intercompany receivables (which constitute Notes Priority Collateral).

"Agreement" means this Intercreditor Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

"Collateral" means all assets and property of the Issuers and the Guarantors that are subject to a lien securing either the ABL Obligations or the Notes Obligations (or both), including ABL Priority Collateral, Notes Priority Collateral, and Shared Collateral.

"Co-Issuer" means Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (EIN 93-4728106).

"DTC" means The Depository Trust Company, a New York corporation, or any successor thereto.

"Enforcement Action" means any action by a Secured Party to foreclose upon, collect, sell, lease, license, assign, transfer, or otherwise realize upon, or exercise any right or remedy with respect to, any Collateral, whether by judicial action, self-help, notification of account debtors, setoff, recoupment, or otherwise, including the exercise of any rights of a secured party under Article 9 of the UCC, the commencement or pursuit of any foreclosure action, the exercise of any right under any lockbox, control, or similar agreement, the seeking of relief from the automatic stay or any other stay in any Insolvency Proceeding, or any other enforcement of a lien on or security interest in any Collateral.

"Grantors" means, collectively, the Issuers and each Guarantor, together with their respective successors and assigns.

"Guarantors" means, collectively, (i) Dunmore Nigeria E&P Ltd., (ii) Dunmore Gulf Operations LLC, (iii) Dunmore Renewables LLC, (iv) Dunmore Senegal S.A., (v) Dunmore Midstream Holdings Inc., (vi) Dunmore Trading Ltd., and (vii) any additional subsidiary of the Issuer that hereafter becomes a guarantor under the Notes Indenture (whether pursuant to a supplemental indenture or otherwise) or the ABL Credit Agreement and that executes a joinder to this Agreement in the form of Exhibit C attached hereto.

"Indenture Trustee" means Northgate Trust Company, N.A., a national banking association, in its capacity as trustee under the Notes Indenture, and any successor trustee appointed in accordance with the terms of the Notes Indenture.

"Insolvency Proceeding" means any case, action, or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, or relief of debtors, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or any other similar arrangement in respect of a debtor's creditors generally or any substantial portion of such creditors, in each case whether under the Bankruptcy Code, the Insolvency Act 1986 (England and Wales), the Companies and Allied Matters Act (Nigeria), the Acte Uniforme portant Organisation des Procédures Collectives d'Apurement du Passif (OHADA), or any other applicable domestic or foreign bankruptcy, insolvency, or similar law.

"Issuer" means Dunmore Energy Holdings Ltd., an exempted company duly incorporated and existing under the laws of the Cayman Islands (Cayman Registry No. MC-384726).

"Issuers" means, collectively, the Issuer and the Co-Issuer.

"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by the Issuers pursuant to the Notes Indenture, including any additional notes issued under the Notes Indenture.

"Notes Collateral Agent" means Northgate Trust Company, N.A., a national banking association, in its capacity as collateral agent under the Notes Security Documents, and any successor collateral agent appointed in accordance with the terms of the Notes Indenture.

"Notes Documents" means, collectively, the Notes Indenture, the Notes Security Documents, the Registration Rights Agreement dated as of the date hereof among the Issuers, the Guarantors, and the initial purchasers party thereto, and each other agreement, instrument, or document executed and delivered in connection with the issuance of the Notes, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Notes Indenture" has the meaning ascribed to such term in Recital A.

"Notes Lien" means any lien on any asset of any Grantor that secures any Notes Obligation.

"Notes Obligations" means all obligations of the Issuers and the Guarantors under the Notes Documents, whether now existing or hereafter arising, including, without limitation, the principal amount of the Notes ($850,000,000, or such lesser amount as may be outstanding from time to time), all interest thereon (at the rate of 9.375% per annum, payable semi-annually in arrears, resulting in semi-annual interest payments of approximately $39,843,750 based on the initial aggregate principal amount), any applicable premium (including any make-whole premium or early redemption premium), all fees, costs, expenses, and indemnification obligations payable under the Notes Documents, and all other amounts owing from time to time under the Notes Documents.

"Notes Priority Collateral" means: (a) all property, plant and equipment ("PP&E"), including all producing and non-producing oil and gas properties, mineral interests, leasehold interests, wells, platforms, pipelines, facilities, gathering systems, processing plants, and renewable energy generation assets; (b) all equity interests in each Guarantor subsidiary held by the Issuer or any other Grantor, including all capital stock, membership interests, limited liability company interests, partnership interests, and other ownership interests; (c) all intellectual property, including patents, trademarks, copyrights, trade secrets, proprietary technology, and licenses; (d) all material contracts, including hydrocarbon offtake agreements, production sharing contracts ("PSCs"), joint operating agreements ("JOAs"), pipeline transportation agreements, farmout agreements, and power purchase agreements; (e) all intercompany receivables owing from one Grantor to another Grantor; (f) all insurance proceeds, except insurance proceeds in respect of ABL Priority Collateral; and (g) all products and proceeds (as defined in Section 9-102(a)(64) of the UCC) of the foregoing, in each case whether now owned or hereafter acquired by any Grantor. For the avoidance of doubt, Notes Priority Collateral expressly excludes ABL Priority Collateral as defined herein.

"Notes Security Documents" means, collectively, (i) the U.S. Pledge and Security Agreement dated as of the date hereof, among the Issuers, the U.S. Guarantors, and the Notes Collateral Agent (governed by the laws of the State of New York), (ii) the Nigerian Debenture and Charge dated as of the date hereof, between Dunmore Nigeria E&P Ltd. and the Notes Collateral Agent (governed by the laws of the Federal Republic of Nigeria), (iii) the English Debenture dated as of the date hereof, between Dunmore Trading Ltd. and the Notes Collateral Agent (governed by the laws of England and Wales), and (iv) the Senegalese Nantissement and Cession Fiduciaire dated as of the date hereof, between Dunmore Senegal S.A. and the Notes Collateral Agent (governed by the laws of the Republic of Senegal), in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Permitted Liens" has the meaning ascribed to such term in the Notes Indenture, as in effect on the date hereof or as such definition may be amended in accordance with the terms of the Notes Indenture (subject to Section 9.04 of this Agreement).

"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity.

"Secured Parties" means, collectively, the ABL Agent (on behalf of itself and the ABL Lenders) and the Notes Collateral Agent (on behalf of itself and the holders of the Notes), and "Secured Party" means any one of them.

"Shared Collateral" means any item of Collateral that is subject to both an ABL Lien and a Notes Lien and that does not constitute either ABL Priority Collateral or Notes Priority Collateral.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York, unless the context otherwise requires reference to the Uniform Commercial Code of another jurisdiction.

Section 1.02 — Rules of Interpretation

(a) Unless the context otherwise requires, (i) references to "Articles," "Sections," "Exhibits," and "Schedules" are to articles, sections, exhibits, and schedules of this Agreement, (ii) references to any agreement or instrument are to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time, (iii) references to any statute or regulation are to such statute or regulation as amended from time to time and include any successor statute or regulation, (iv) words importing the singular include the plural and vice versa, (v) words importing any gender include all genders, (vi) references to "including" mean "including without limitation," and (vii) references to "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision.

(b) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

(d) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings ascribed to such terms in the UCC, including the terms "account," "chattel paper," "deposit account," "document," "equipment," "general intangible," "goods," "instrument," "inventory," "investment property," "letter-of-credit right," "proceeds," "securities account," and "security."

(e) In the event of any conflict between the definitions or interpretive provisions of this Agreement and those contained in the ABL Credit Agreement or the Notes Indenture, the definitions and interpretive provisions of this Agreement shall control for purposes of this Agreement.

Section 1.03 — Uniform Commercial Code

Unless otherwise specified herein, references to the UCC shall mean the Uniform Commercial Code as in effect in the State of New York. To the extent that the perfection, the effect of perfection or non-perfection, or the priority of any lien on any Collateral is governed by the UCC of a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.

ARTICLE II — LIEN PRIORITIES

Section 2.01 — ABL Priority Collateral — Relative Priorities

(a) Notwithstanding the date, time, method, manner, or order of grant, attachment, filing, recording, or perfection of any ABL Lien or any Notes Lien, and notwithstanding any provision of the UCC, any applicable law, any Collateral Agreement, or any other agreement or circumstance whatsoever (including any defect in, or failure to file or perfect, any ABL Lien or Notes Lien), and notwithstanding the fact that any ABL Lien or Notes Lien may be subordinated to any other lien or security interest (other than as between the ABL Liens and the Notes Liens as set forth herein), each ABL Lien on ABL Priority Collateral shall be senior in priority to each Notes Lien on such ABL Priority Collateral.

(b) Without limiting the generality of the foregoing, the ABL Liens on ABL Priority Collateral shall at all times be senior and prior to the Notes Liens on ABL Priority Collateral, specifically including, without limitation, all accounts receivable (including trade receivables arising from the sale of crude oil, natural gas, natural gas liquids, condensate, refined products, and renewable energy credits), all inventory (including crude oil, natural gas, petroleum product, and other hydrocarbon inventory, whether in transit or in storage), all deposit accounts and securities accounts (to the extent such accounts hold proceeds of accounts receivable or inventory), all chattel paper, instruments, and general intangibles arising from or related to such accounts receivable or inventory, and all products and proceeds of the foregoing.

(c) The priority of the ABL Liens on ABL Priority Collateral as established by this Section 2.01 shall apply regardless of whether any ABL Obligations are outstanding at any time. For the avoidance of doubt, the subordination of the Notes Liens on ABL Priority Collateral to the ABL Liens on ABL Priority Collateral shall continue in effect notwithstanding any amendment, modification, supplement, refinancing, or replacement of the ABL Credit Agreement or the ABL Obligations (including any increase in the amount of ABL Obligations), subject to the terms of this Agreement.

Section 2.02 — Notes Priority Collateral — Relative Priorities

(a) Notwithstanding the date, time, method, manner, or order of grant, attachment, filing, recording, or perfection of any Notes Lien or any ABL Lien, and notwithstanding any provision of the UCC, any applicable law, any Collateral Agreement, or any other agreement or circumstance whatsoever (including any defect in, or failure to file or perfect, any Notes Lien or ABL Lien), and notwithstanding the fact that any Notes Lien or ABL Lien may be subordinated to any other lien or security interest (other than as between the Notes Liens and the ABL Liens as set forth herein), each Notes Lien on Notes Priority Collateral shall be senior in priority to each ABL Lien on such Notes Priority Collateral.

(b) Without limiting the generality of the foregoing, the Notes Liens on Notes Priority Collateral shall at all times be senior and prior to the ABL Liens on Notes Priority Collateral, specifically including, without limitation: (i) all property, plant and equipment, including the Issuers' and Guarantors' interests in producing properties designated as OML 47 and OML 63 (offshore Nigeria), the Cayar Offshore Block (offshore Senegal), the Green Canyon and Garden Banks lease areas (Gulf of Mexico, United States), and the 220 MW West Texas solar portfolio held by Dunmore Renewables LLC; (ii) all equity interests of each Guarantor subsidiary held directly or indirectly by the Issuer or any other Grantor; (iii) all intellectual property; (iv) all material contracts, including hydrocarbon offtake agreements, production sharing contracts, joint operating agreements, pipeline transportation agreements, farmout agreements, and power purchase agreements; (v) all intercompany receivables; (vi) all insurance proceeds (other than insurance proceeds constituting ABL Priority Collateral); and (vii) all products and proceeds of the foregoing.

(c) The priority of the Notes Liens on Notes Priority Collateral as established by this Section 2.02 shall apply irrespective of the date, time, method, or order of filing, recording, or perfection of any such lien, and irrespective of any defect in or failure to perfect any such lien. The subordination of the ABL Liens on Notes Priority Collateral to the Notes Liens on Notes Priority Collateral shall continue in effect notwithstanding any amendment, modification, supplement, or replacement of the Notes Indenture or the Notes Obligations (including any increase in the principal amount of the Notes), subject to the terms of this Agreement.

Section 2.03 — Shared Collateral

(a) To the extent any item of Collateral does not fall within the definition of ABL Priority Collateral or Notes Priority Collateral, such item shall constitute Shared Collateral.

(b) ABL Liens on Shared Collateral shall be senior in priority to Notes Liens on Shared Collateral. The ABL Agent, on behalf of the ABL Lenders, shall have first priority with respect to Shared Collateral, and the Notes Collateral Agent, on behalf of the holders of the Notes, shall have second priority with respect to Shared Collateral. The relative priority of the ABL Liens and the Notes Liens on Shared Collateral shall be subject to the same principles set forth in Sections 2.01(a) and 2.01(c) mutatis mutandis.

(c) In the event that proceeds received upon any collection, sale, or other realization of Collateral are attributable in part to ABL Priority Collateral and in part to Notes Priority Collateral (such proceeds, "Mixed Proceeds"), the following allocation rules shall apply:

(i) To the extent that the source or origin of the Mixed Proceeds can be reasonably identified and traced to a specific category of Collateral (whether ABL Priority Collateral or Notes Priority Collateral), such proceeds shall be allocated to, and treated as proceeds of, such identified category of Collateral and applied in accordance with the waterfall applicable to such category as set forth in Article V.

(ii) To the extent that the source or origin of the Mixed Proceeds cannot be reasonably identified or traced to a specific category of Collateral, such proceeds shall be allocated between ABL Priority Collateral and Notes Priority Collateral on a pro rata basis, calculated by reference to the respective appraised fair market values of the ABL Priority Collateral and the Notes Priority Collateral from which such Mixed Proceeds were derived, as determined by an independent appraiser mutually agreed upon by the ABL Agent and the Notes Collateral Agent (or, if they are unable to agree within ten (10) business days, appointed by the American Arbitration Association upon the application of either party). Pending such determination, the Mixed Proceeds shall be held in a segregated account and not distributed.

(iii) The costs of any appraisal or determination required by clause (ii) above shall be borne equally by the ABL Agent (on behalf of the ABL Lenders) and the Notes Collateral Agent (on behalf of the holders of the Notes).

Section 2.04 — Prohibition on Contesting Priorities

(a) Each of the ABL Agent (on behalf of itself and the ABL Lenders) and the Notes Collateral Agent (on behalf of itself and the holders of the Notes) agrees that it shall not, and shall not direct, instruct, authorize, or permit any Person acting on its behalf to, contest, challenge, object to, or take any action (whether judicial, administrative, or otherwise) that is inconsistent with the priority provisions set forth in this Article II.

(b) Without limiting the generality of the foregoing, neither the ABL Agent nor the Notes Collateral Agent shall seek to have a court or other tribunal re-characterize, re-order, avoid, or subordinate the priority of the other party's liens as established by this Article II, whether pursuant to Section 510 of the Bankruptcy Code, applicable state law, or otherwise.

(c) This Section 2.04 shall apply in any Insolvency Proceeding and in any other judicial or administrative proceeding, and shall be enforceable by specific performance.

Section 2.05 — Priority Independent of Perfection

The priorities established by this Agreement shall govern the relative rights and priorities of the ABL Agent and the Notes Collateral Agent with respect to the Collateral, notwithstanding:

(a) any failure to file, record, or register any financing statement, charge, or other instrument of perfection in any jurisdiction;

(b) any defect in, or deficiency of, any such filing, recording, or registration;

(d) any provision of Article 9 of the UCC, the Personal Property Security Act of any Canadian province, or any other applicable law (including the laws of Nigeria, Senegal, England and Wales, or any other jurisdiction) that would otherwise govern the priority of competing security interests; or

(e) any other circumstance whatsoever, whether similar or dissimilar to the foregoing.

Section 2.06 — No New Liens

The Grantors covenant and agree that they shall not create, incur, assume, or suffer to exist any lien on any Collateral to secure any obligation other than (a) the ABL Obligations (pursuant to the ABL Documents), (b) the Notes Obligations (pursuant to the Notes Documents), and (c) Permitted Liens as defined in the Notes Indenture and the ABL Credit Agreement; provided that any such Permitted Lien shall be subject to the terms and priorities established by this Agreement. For the avoidance of doubt, no Grantor shall grant any lien on any Collateral to secure any other indebtedness (including any junior lien indebtedness or mezzanine financing) without the prior written consent of both the ABL Agent and the Notes Collateral Agent, unless such lien constitutes a Permitted Lien.

ARTICLE III — ENFORCEMENT RIGHTS

Section 3.01 — Exercise of Remedies with Respect to ABL Priority Collateral

(a) So long as any ABL Obligations remain outstanding (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), the ABL Agent shall have the exclusive right to exercise or direct the exercise of all remedies (including foreclosure, collection, sale, lease, license, and any other Enforcement Action) with respect to ABL Priority Collateral. The ABL Agent shall have the sole and exclusive right to manage, control, and conduct any Enforcement Action with respect to ABL Priority Collateral in such manner as the ABL Agent may determine in its sole discretion, consistent with the terms of the ABL Documents and applicable law.

(b) Until the date on which all ABL Obligations have been paid in full and all commitments under the ABL Facility have been terminated (the "ABL Discharge Date"), the Notes Collateral Agent agrees that it shall not take any Enforcement Action with respect to any ABL Priority Collateral, and shall not instruct, direct, or authorize any holder of the Notes to take any such Enforcement Action. Without limiting the generality of the foregoing, the Notes Collateral Agent shall not (i) commence any judicial or non-judicial foreclosure proceeding with respect to any ABL Priority Collateral, (ii) exercise any right of setoff or recoupment against any ABL Priority Collateral, (iii) notify any account debtor to make payment to the Notes Collateral Agent on any account receivable constituting ABL Priority Collateral, (iv) exercise any right under any lockbox agreement, deposit account control agreement, or securities account control agreement with respect to ABL Priority Collateral, or (v) take any other action to collect, realize upon, or enforce any lien on any ABL Priority Collateral.

(c) Notwithstanding the foregoing, even after the ABL Discharge Date, the Notes Collateral Agent shall not commence any Enforcement Action with respect to ABL Priority Collateral unless and until the Notes Collateral Agent has provided not less than one hundred eighty (180) days' prior written notice to the ABL Agent (or its successor) of its intention to commence such Enforcement Action (the "ABL Priority Standstill Period"). The ABL Priority Standstill Period is intended to afford the ABL Agent and the ABL Lenders a reasonable opportunity to refinance, replace, or otherwise address the ABL Facility in an orderly manner. During the ABL Priority Standstill Period, the Notes Collateral Agent shall refrain from exercising any Enforcement Action with respect to ABL Priority Collateral. If, prior to the expiration of the ABL Priority Standstill Period, the ABL Obligations are refinanced or replaced and new ABL Obligations become outstanding, a new intercreditor agreement (or an amendment to this Agreement) shall be entered into to address the relative priority of such new ABL Obligations and the Notes Obligations with respect to the Collateral.

Section 3.02 — Exercise of Remedies with Respect to Notes Priority Collateral

(a) So long as any Notes Obligations remain outstanding (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), the Notes Collateral Agent shall have the exclusive right to exercise or direct the exercise of all remedies (including foreclosure, collection, sale, lease, license, and any other Enforcement Action) with respect to Notes Priority Collateral. The Notes Collateral Agent shall have the sole and exclusive right to manage, control, and conduct any Enforcement Action with respect to Notes Priority Collateral in such manner as the Notes Collateral Agent may determine in its sole discretion (acting at the direction of the requisite holders of the Notes pursuant to the terms of the Notes Indenture), consistent with the terms of the Notes Documents and applicable law.

(b) Until the date on which all Notes Obligations have been paid in full and the Notes Indenture has been discharged or defeased in accordance with its terms (the "Notes Discharge Date"), the ABL Agent agrees that it shall not take any Enforcement Action with respect to any Notes Priority Collateral, and shall not instruct, direct, or authorize any ABL Lender to take any such Enforcement Action. Without limiting the generality of the foregoing, the ABL Agent shall not (i) commence any judicial or non-judicial foreclosure proceeding with respect to any Notes Priority Collateral, (ii) exercise any right to collect or enforce against any Notes Priority Collateral, (iii) seek the appointment of a receiver or similar official with respect to any Notes Priority Collateral, or (iv) take any other action to collect, realize upon, or enforce any lien on any Notes Priority Collateral.

(c) Notwithstanding the foregoing, even after the Notes Discharge Date, the ABL Agent shall not commence any Enforcement Action with respect to Notes Priority Collateral unless and until the ABL Agent has provided not less than one hundred eighty (180) days' prior written notice to the Notes Collateral Agent (or its successor) of its intention to commence such Enforcement Action (the "Notes Priority Standstill Period"). The Notes Priority Standstill Period is intended to afford the Notes Collateral Agent and the holders of the Notes a reasonable opportunity to address the Notes Obligations in an orderly manner. During the Notes Priority Standstill Period, the ABL Agent shall refrain from exercising any Enforcement Action with respect to Notes Priority Collateral.

Section 3.03 — Exercise of Remedies with Respect to Shared Collateral

(a) The ABL Agent shall have the exclusive right to exercise or direct the exercise of all remedies with respect to Shared Collateral; provided, however, that the ABL Agent shall not commence any Enforcement Action with respect to any Shared Collateral unless and until the ABL Agent has provided not less than ten (10) business days' prior written notice to the Notes Collateral Agent of its intention to commence such Enforcement Action (which notice shall include a reasonably detailed description of the Enforcement Action to be taken and the Shared Collateral to be affected). All proceeds of any Enforcement Action with respect to Shared Collateral shall be applied in accordance with the waterfall provisions set forth in Section 5.03.

(b) If the ABL Agent has not commenced an Enforcement Action with respect to any Shared Collateral within one hundred eighty (180) days after the occurrence and continuance of an event of default under the ABL Credit Agreement, the Notes Collateral Agent may, upon not less than ten (10) business days' prior written notice to the ABL Agent, commence an Enforcement Action with respect to such Shared Collateral; provided, however, that any proceeds of such Enforcement Action shall be applied in accordance with Section 5.03 (i.e., first to ABL Obligations, then to Notes Obligations). The right of the Notes Collateral Agent under this Section 3.03(b) shall terminate if the ABL Agent commences an Enforcement Action with respect to such Shared Collateral at any time prior to the Notes Collateral Agent's commencement of its own Enforcement Action.

(c) The ABL Agent shall conduct any Enforcement Action with respect to Shared Collateral in a commercially reasonable manner in accordance with Article 9 of the UCC and other applicable law. Nothing in this Section 3.03 shall limit the obligation of the ABL Agent to apply proceeds in accordance with Article V.

Section 3.04 — Cooperation

(a) Each Secured Party agrees that it shall cooperate in good faith with the other Secured Party in connection with any Enforcement Action taken by such other Secured Party with respect to the Collateral in accordance with this Agreement. Such cooperation shall include, without limitation:

(i) providing reasonable access to any Collateral that is in the possession or control of the cooperating Secured Party;

(ii) executing and delivering, at the requesting Secured Party's expense, such releases, UCC-3 termination statements, lien releases, discharges, and other instruments as may be reasonably necessary to effectuate any Enforcement Action or any sale, transfer, or other disposition of Collateral in connection therewith;

(iii) providing such information regarding the Collateral as may be reasonably requested; and

(iv) refraining from taking any action that would impair or delay the Enforcement Action being conducted by the other Secured Party.

(b) In connection with any public or private sale of Collateral conducted by a Secured Party pursuant to an Enforcement Action, the non-controlling Secured Party (i.e., the Secured Party that does not have the exclusive right to conduct the Enforcement Action with respect to such Collateral) shall have the right to credit bid in such sale to the extent of its secured claims against the applicable Grantors, subject to the application of proceeds in accordance with Article V. For the avoidance of doubt, the controlling Secured Party shall also have the right to credit bid in such sale to the extent of its secured claims.

Section 3.05 — No Interference

Neither the ABL Agent nor the Notes Collateral Agent shall take any action that would impair, interfere with, delay, hinder, or otherwise prejudice the other Secured Party's exercise of remedies with respect to such other Secured Party's Priority Collateral. Without limiting the foregoing, neither Secured Party shall (a) seek to enjoin, restrain, or otherwise prevent the other Secured Party from exercising its rights under this Article III, (b) take any action designed to frustrate or delay the realization of value from the other Secured Party's Priority Collateral, or (c) object to or otherwise contest any Enforcement Action taken by the other Secured Party in accordance with this Agreement and applicable law.

ARTICLE IV — ACTIONS IN RESPECT OF COLLATERAL; LIMITATIONS

Section 4.01 — Release of Liens on ABL Priority Collateral

(a) If the ABL Agent releases any ABL Lien on any item of ABL Priority Collateral in connection with a sale, transfer, or other disposition of such Collateral that is permitted under the terms of the ABL Credit Agreement, the Notes Collateral Agent shall be deemed to have consented to such release and shall simultaneously release any Notes Lien on such ABL Priority Collateral, and such ABL Priority Collateral shall be delivered to the purchaser or transferee free and clear of the Notes Lien.

(b) To effectuate any release required by this Section 4.01, the ABL Agent shall deliver a written notice to the Notes Collateral Agent identifying the item(s) of ABL Priority Collateral to be released and certifying that such release is being made in connection with a disposition permitted under the ABL Credit Agreement. Within five (5) business days following receipt of such notice, the Notes Collateral Agent shall execute and deliver to the ABL Agent (or to such Person as the ABL Agent may direct) all release instruments, UCC-3 termination or amendment statements, mortgage releases, and other documents reasonably necessary or desirable to evidence the release of the Notes Lien on such ABL Priority Collateral. The Issuers shall bear all costs and expenses incurred by the Notes Collateral Agent in connection with the preparation and delivery of such release instruments.

(c) The Notes Collateral Agent hereby irrevocably appoints the ABL Agent as its attorney-in-fact, with full power of substitution, to execute and file on behalf of the Notes Collateral Agent any release instruments or UCC-3 termination or amendment statements that the Notes Collateral Agent fails to execute and deliver within the five (5) business day period specified in clause (b) above; provided that the ABL Agent shall not exercise such power of attorney unless the Notes Collateral Agent has failed to execute and deliver such instruments within such period despite having received the written notice specified in clause (b) above.

Section 4.02 — Release of Liens on Notes Priority Collateral

(a) If the Notes Collateral Agent releases any Notes Lien on any item of Notes Priority Collateral in connection with a sale, transfer, or other disposition of such Collateral that is permitted under the terms of the Notes Indenture, the ABL Agent shall simultaneously release any ABL Lien on such Notes Priority Collateral, and such Notes Priority Collateral shall be delivered to the purchaser or transferee free and clear of the ABL Lien.

(b) To effectuate any release required by this Section 4.02, the Notes Collateral Agent shall deliver a written notice to the ABL Agent identifying the item(s) of Notes Priority Collateral to be released and certifying that such release is being made in connection with a disposition permitted under the Notes Indenture. Within five (5) business days following receipt of such notice, the ABL Agent shall execute and deliver to the Notes Collateral Agent (or to such Person as the Notes Collateral Agent may direct) all release instruments and other documents reasonably necessary to evidence the release of the ABL Lien on such Notes Priority Collateral. The Issuers shall bear all costs and expenses incurred by the ABL Agent in connection therewith.

(c) The ABL Agent hereby irrevocably appoints the Notes Collateral Agent as its attorney-in-fact, with full power of substitution, to execute and file on behalf of the ABL Agent any release instruments that the ABL Agent fails to execute and deliver within the five (5) business day period specified in clause (b) above, subject to the same conditions as set forth in Section 4.01(c) mutatis mutandis.

Section 4.03 — Release in Connection with Dispositions

In connection with any sale, transfer, or other disposition of any Collateral that is expressly permitted under both the ABL Credit Agreement and the Notes Indenture, both the ABL Lien and the Notes Lien on such Collateral shall be released, and such Collateral shall be delivered to the purchaser or transferee free and clear of both the ABL Lien and the Notes Lien. The net proceeds of such disposition shall be applied in accordance with the applicable waterfall provisions of Article V, based on the characterization of the Collateral disposed of as ABL Priority Collateral, Notes Priority Collateral, or Shared Collateral. Each of the ABL Agent and the Notes Collateral Agent agrees to execute and deliver all instruments of release reasonably requested by the other Secured Party or by the applicable Grantor to effectuate any such release.

Section 4.04 — Insurance Proceeds

(a) Insurance proceeds received by any Grantor or any Secured Party in respect of any loss, damage to, or destruction of ABL Priority Collateral shall be applied first to the ABL Obligations in accordance with the terms of the ABL Credit Agreement. To the extent any such insurance proceeds remain after the payment in full of all ABL Obligations, such remaining proceeds shall be applied to the Notes Obligations in accordance with the terms of the Notes Indenture, or otherwise returned to the applicable Grantor as required by the ABL Credit Agreement or the Notes Indenture.

(b) Insurance proceeds received in respect of any loss, damage to, or destruction of Notes Priority Collateral shall be applied first to the Notes Obligations in accordance with the terms of the Notes Indenture. To the extent any such insurance proceeds remain after the payment in full of all Notes Obligations, such remaining proceeds shall be applied to the ABL Obligations in accordance with the terms of the ABL Credit Agreement, or otherwise returned to the applicable Grantor.

(c) Insurance proceeds received in respect of any loss, damage to, or destruction of Shared Collateral shall be applied in accordance with the waterfall provisions of Section 5.03 (i.e., first to the ABL Obligations, then to the Notes Obligations, and then to the Grantors or as otherwise required by law).

(d) Each Grantor agrees to maintain the insurance coverages required by the ABL Credit Agreement and the Notes Indenture, respectively, and to cause the ABL Agent and the Notes Collateral Agent to be named as loss payees and additional insureds as required by the ABL Documents and the Notes Documents.

Section 4.05 — Restrictions on Acquiring Additional Liens

Neither the ABL Agent (on behalf of itself or the ABL Lenders) nor the Notes Collateral Agent (on behalf of itself or the holders of the Notes) shall acquire, accept, or otherwise obtain any lien on any property of any Grantor (other than liens granted pursuant to the ABL Documents or the Notes Documents, as applicable) that would be senior to or pari passu with the other Secured Party's liens on such property, without the prior written consent of the other Secured Party. Any lien acquired in violation of this Section 4.05 shall be deemed to be held in trust for the benefit of the other Secured Party and shall be automatically subordinated to such other Secured Party's liens on such property in accordance with the priorities established by Article II.

ARTICLE V — APPLICATION OF PROCEEDS; WATERFALL

Section 5.01 — Application of Proceeds of ABL Priority Collateral

All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of ABL Priority Collateral shall be applied in the following order of priority:

First: to the payment of all reasonable and documented costs and expenses of the ABL Agent incurred in connection with such collection, enforcement, sale, or realization (including attorneys' fees, receiver's fees, appraisal costs, and other out-of-pocket expenses);

Second: to the payment of all ABL Obligations, in such order as the ABL Agent shall determine in accordance with the ABL Credit Agreement, until all ABL Obligations (including, without limitation, principal, accrued and unpaid interest, fees, hedging obligations, cash management obligations, and all other amounts owing under the ABL Documents) have been paid in full and all commitments under the ABL Facility have been terminated;

Third: to the payment of all reasonable and documented costs and expenses of the Notes Collateral Agent incurred in connection with the collection, enforcement, or realization of its liens on such ABL Priority Collateral (including attorneys' fees and other out-of-pocket expenses);

Fourth: to the payment of all Notes Obligations, in such order as the Notes Collateral Agent shall determine in accordance with the Notes Indenture, until all Notes Obligations (including, without limitation, principal, accrued and unpaid interest, premium, fees, and other amounts owing under the Notes Documents) have been paid in full;

Fifth: to the applicable Grantors, or their successors or assigns, or as a court of competent jurisdiction may otherwise direct, or as otherwise required by applicable law.

Section 5.02 — Application of Proceeds of Notes Priority Collateral

All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of Notes Priority Collateral shall be applied in the following order of priority:

First: to the payment of all reasonable and documented costs and expenses of the Notes Collateral Agent incurred in connection with such collection, enforcement, sale, or realization (including attorneys' fees, receiver's fees, appraisal costs, and other out-of-pocket expenses);

Second: to the payment of all Notes Obligations, in such order as the Notes Collateral Agent shall determine in accordance with the Notes Indenture, until all Notes Obligations have been paid in full, including (without limitation) (i) principal of $850,000,000 (or such lesser or greater amount as may be outstanding from time to time), (ii) accrued and unpaid interest at the rate of 9.375% per annum, (iii) any applicable premium (including any make-whole premium or early redemption premium), (iv) all fees, costs, expenses, and indemnification obligations, and (v) all other amounts owing under the Notes Documents;

Third: to the payment of all reasonable and documented costs and expenses of the ABL Agent incurred in connection with the collection, enforcement, or realization of its liens on such Notes Priority Collateral;

Fourth: to the payment of all ABL Obligations, in such order as the ABL Agent shall determine in accordance with the ABL Credit Agreement, until all ABL Obligations have been paid in full;

Fifth: to the applicable Grantors, or their successors or assigns, or as a court of competent jurisdiction may otherwise direct, or as otherwise required by applicable law.

Section 5.03 — Application of Proceeds of Shared Collateral

All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of Shared Collateral shall be applied in the following order of priority:

Second: to the payment of all ABL Obligations, in such order as the ABL Agent shall determine in accordance with the ABL Credit Agreement, until all ABL Obligations have been paid in full;

Fourth: to the payment of all Notes Obligations, in such order as the Notes Collateral Agent shall determine in accordance with the Notes Indenture, until all Notes Obligations have been paid in full;

Fifth: to the applicable Grantors, or their successors or assigns, or as a court of competent jurisdiction may otherwise direct, or as otherwise required by applicable law.

Section 5.04 — Turnover

(a) If the Notes Collateral Agent or any holder of the Notes receives any proceeds of ABL Priority Collateral or Shared Collateral in contravention of the priority provisions established in this Agreement (whether by payment, collection, Enforcement Action, setoff, or otherwise), the Notes Collateral Agent or such holder of the Notes (as the case may be) shall promptly turn over and deliver such proceeds to the ABL Agent, in the same form as received (with any necessary endorsements or assignments), for application to the ABL Obligations in accordance with the terms of the ABL Credit Agreement and Article V of this Agreement.

(b) If the ABL Agent or any ABL Lender receives any proceeds of Notes Priority Collateral in contravention of the priority provisions established in this Agreement (whether by payment, collection, Enforcement Action, setoff, or otherwise), the ABL Agent or such ABL Lender (as the case may be) shall promptly turn over and deliver such proceeds to the Notes Collateral Agent, in the same form as received (with any necessary endorsements or assignments), for application to the Notes Obligations in accordance with the terms of the Notes Indenture and Article V of this Agreement.

(c) The obligations of each Secured Party under this Section 5.04 shall arise regardless of whether the receipt of such proceeds was voluntary or involuntary, and regardless of whether such receipt occurred in connection with an Insolvency Proceeding or otherwise.

Section 5.05 — Payments Received in Error

Any payment or distribution received by a Secured Party that is required to be turned over to the other Secured Party pursuant to Section 5.04 shall, pending such turnover, be held in trust by the receiving Secured Party for the benefit of the other Secured Party. Such payment or distribution shall be segregated from all other funds and property held by the receiving Secured Party and shall not be commingled with any other funds or property of the receiving Secured Party. The receiving Secured Party shall promptly deliver such payment or distribution to the other Secured Party, together with such endorsements, assignments, or other instruments as may be necessary to effectuate the transfer. The receiving Secured Party shall have no right to use, invest, or otherwise employ such payment or distribution during the period it is held in trust, and shall not have any liability for any diminution in value of such payment or distribution during such period, except to the extent caused by the receiving Secured Party's gross negligence or willful misconduct.

ARTICLE VI — INSOLVENCY PROCEEDINGS

Section 6.01 — Filing of Claims

(a) Each Secured Party shall retain the right, in its own name or in the name of the holders or lenders it represents, to file proofs of claim, motions, objections, and other pleadings, and to make statements and vote on any plan or proposal, in any Insolvency Proceeding affecting any Grantor, in each case consistent with the terms and provisions of this Agreement.

(b) Each of the Issuers and the Guarantors hereby irrevocably authorizes the Notes Collateral Agent to file proofs of claim on behalf of the holders of the Notes in any Insolvency Proceeding to which any Grantor is subject, to the extent that such holders have not timely filed their own proofs of claim. This authorization is coupled with an interest and is irrevocable.

(c) Nothing in this Section 6.01 shall be construed to limit the right of any individual holder of the Notes or any individual ABL Lender to file its own proof of claim in any Insolvency Proceeding, provided that such filing is consistent with the priority and other provisions of this Agreement.

Section 6.02 — DIP Financing

(a) If any Grantor becomes the subject of an Insolvency Proceeding, the Notes Collateral Agent agrees that it shall not object to, and hereby consents to, any debtor-in-possession financing (a "DIP Facility") provided by the ABL Agent, the ABL Lenders, or any of their affiliates that is secured by a priming lien on ABL Priority Collateral or Shared Collateral (or both), provided that each of the following conditions is satisfied:

(i) the Notes Collateral Agent shall retain its Notes Lien on all Notes Priority Collateral with the same relative priority vis-à-vis the ABL Lien as existed immediately prior to the commencement of the Insolvency Proceeding;

(ii) the Notes Collateral Agent shall be granted adequate protection of its interest in Shared Collateral, which adequate protection shall include, at a minimum, a replacement lien on the same Shared Collateral with the same relative priority vis-à-vis the ABL Lien as existed immediately prior to the commencement of the Insolvency Proceeding; and

(iii) the DIP Facility does not require the Notes Collateral Agent to release or subordinate any Notes Lien on Notes Priority Collateral (other than any subordination already provided for in this Agreement).

(b) Correspondingly, the ABL Agent agrees that it shall not object to, and hereby consents to, any DIP Facility provided by the Notes Collateral Agent, the holders of the Notes, or any of their affiliates that is secured by a priming lien on Notes Priority Collateral, provided that each of the following conditions is satisfied:

(i) the ABL Agent shall retain its ABL Lien on all ABL Priority Collateral and Shared Collateral with the same relative priority vis-à-vis the Notes Lien as existed immediately prior to the commencement of the Insolvency Proceeding;

(ii) the ABL Agent shall be granted adequate protection of its interest in any Collateral that is subject to the priming lien of the DIP Facility, which adequate protection shall include, at a minimum, a replacement lien with the same relative priority; and

(iii) the DIP Facility does not require the ABL Agent to release or subordinate any ABL Lien on ABL Priority Collateral or Shared Collateral (other than any subordination already provided for in this Agreement).

INTERCREDITOR AGREEMENT
Dated as of May 15, 2025
among
NORTHGATE TRUST COMPANY, N.A. as Notes Collateral Agent
VELTHORN NATIONAL BANK, N.A. as ABL Agent
DUNMORE ENERGY HOLDINGS LTD. as Issuer
DUNMORE UPSTREAM FINANCE CORP. as Co-Issuer
and
EACH OF THE GUARANTORS PARTY HERETO FROM TIME TO TIME
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This INTERCREDITOR AGREEMENT (this "Agreement"), dated as of May 15, 2025, is entered into among NORTHGATE TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, having its principal corporate trust office at 100 Wall Street, Suite 1600, New York, New York 10005 (EIN 13-6520098), acting in its capacity as collateral agent under the Notes Security Documents (as defined herein) (in such capacity, the "Notes Collateral Agent"); VELTHORN NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States, having its principal office at 1111 Fannin Street, Suite 2500, Houston, Texas 77002, acting in its capacity as administrative agent under the ABL Credit Agreement (as defined herein) (in such capacity, the "ABL Agent"); DUNMORE ENERGY HOLDINGS LTD., an exempted company duly incorporated and existing under the laws of the Cayman Islands (Cayman Registry No. MC-384726) (the "Issuer" or "DEH"); DUNMORE UPSTREAM FINANCE CORP., a corporation duly incorporated and existing under the laws of the State of Delaware (EIN 93-4728106) (the "Co-Issuer" or "DUFC" and, together with the Issuer, the "Issuers"); and each of the Guarantors (as defined herein) party hereto from time to time.
RECITALS
A. The Issuers have entered into that certain Indenture dated as of May 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Notes Indenture"), among the Issuers, the Guarantors party thereto, and Northgate Trust Company, N.A., as trustee (in such capacity, the "Indenture Trustee") and as collateral agent (in such capacity, the "Notes Collateral Agent"), pursuant to which the Issuers are issuing $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes bear interest at a rate of 9.375% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2025, and mature on May 15, 2032. The Notes are secured by first-priority liens (subject to the terms of this Agreement) on substantially all of the assets of the Issuers and the Guarantors, as more fully described in the Notes Security Documents.
B. The Issuers and certain of the Guarantors are parties to that certain ABL Credit Agreement dated as of March 22, 2023, as amended by that certain First Amendment to ABL Credit Agreement dated as of September 8, 2023, and as further amended by that certain Second Amendment to ABL Credit Agreement dated as of February 14, 2024 (as further amended, restated, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), among the Issuers, the Guarantors party thereto, the lenders from time to time party thereto (the "ABL Lenders"), and Velthorn National Bank, N.A., as administrative agent (in such capacity, the "ABL Agent"), providing for a $750,000,000 senior secured revolving credit facility (the "ABL Facility"). As of the date hereof, $470,000,000 of the ABL Facility is currently drawn and outstanding. The ABL Facility matures on June 30, 2028 and bears interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the ABL Credit Agreement) plus 2.75%. The obligations under the ABL Credit Agreement are secured by liens on substantially all of the assets of the Issuers and the Guarantors, as more fully described in the ABL Documents.
C. The obligations under the Notes Indenture and the ABL Credit Agreement are each secured by liens on the assets of the Issuers and the Guarantors (collectively, the "Collateral"), and the parties hereto desire to set forth their relative rights and priorities with respect to such liens, the exercise of remedies, the application of proceeds, and other matters relating to the Collateral, all as more fully set forth herein.
D. The Guarantors as of the date hereof include: (i) Dunmore Nigeria E&P Ltd., a company organized under the laws of the Federal Republic of Nigeria; (ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware; (iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware; (iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal; (v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and (vi) Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales (collectively, the "Initial Guarantors"). Additional subsidiaries may become Guarantors from time to time pursuant to a supplemental indenture or amendment to the ABL Credit Agreement, and any such additional subsidiary shall be required to execute a joinder to this Agreement in the form attached hereto as Exhibit C.
E. The security interests in the Collateral are evidenced by, among other instruments: (i) the U.S. Pledge and Security Agreement dated as of May 15, 2025, among the Issuers, the U.S. Guarantors, and the Notes Collateral Agent (governed by the laws of the State of New York); (ii) the Nigerian Debenture and Charge dated as of May 15, 2025, between Dunmore Nigeria E&P Ltd. and the Notes Collateral Agent (governed by the laws of the Federal Republic of Nigeria); (iii) the English Debenture dated as of May 15, 2025, between Dunmore Trading Ltd. and the Notes Collateral Agent (governed by the laws of England and Wales); and (iv) the Senegalese Nantissement and Cession Fiduciaire dated as of May 15, 2025, between Dunmore Senegal S.A. and the Notes Collateral Agent (governed by the laws of the Republic of Senegal) (collectively, the "Notes Security Documents"), together with corresponding security documents executed in favor of the ABL Agent securing the ABL Obligations.
F. The ABL Agent is represented in connection with this Agreement and the transactions contemplated hereby by Pruitt Halsey LLP, with offices at 600 Travis Street, Suite 4000, Houston, Texas 77002.
G. The Issuers and Guarantors have requested that the Notes Collateral Agent and the ABL Agent enter into this Agreement to define the relative lien priorities, enforcement rights, waterfall provisions, and other intercreditor arrangements with respect to the Collateral, and the Notes Collateral Agent and the ABL Agent have agreed to do so upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions, and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"ABL Agent" means Velthorn National Bank, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as administrative agent under the ABL Credit Agreement, and any successor administrative agent appointed in accordance with the terms of the ABL Credit Agreement.
"ABL Credit Agreement" has the meaning ascribed to such term in Recital B, and includes the revolving credit agreement providing the ABL Facility, as the same may be amended, restated, supplemented, refinanced, replaced, or otherwise modified from time to time.
"ABL Documents" means, collectively, the ABL Credit Agreement, each security agreement, pledge agreement, guarantee, mortgage, deed of trust, control agreement, and each other agreement, instrument, or document executed and delivered in connection with the ABL Facility, including any hedging agreements and cash management agreements that constitute ABL Obligations, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"ABL Facility" means the $750,000,000 senior secured revolving credit facility established pursuant to the ABL Credit Agreement, of which $470,000,000 is currently drawn and outstanding as of the date hereof. The ABL Facility bears interest at SOFR plus 275 basis points and matures on June 30, 2028.
"ABL Lenders" means the financial institutions from time to time party to the ABL Credit Agreement as lenders, together with their respective successors and assigns.
"ABL Lien" means any lien on any asset of any Grantor that secures any ABL Obligation.
"ABL Obligations" means all obligations of the Issuers and the Guarantors under the ABL Documents, whether now existing or hereafter arising, including, without limitation, all principal, interest (including post-petition interest to the extent allowable), fees (including commitment fees, letter of credit fees, fronting fees, and agency fees), reimbursement obligations in respect of letters of credit, all hedging obligations under any interest rate, currency, or commodity hedging agreements entered into with any ABL Lender or affiliate thereof to the extent designated as ABL Obligations under the ABL Credit Agreement, all cash management obligations in respect of deposit accounts, treasury management services, and similar arrangements with any ABL Lender or affiliate thereof, and all costs, expenses, and indemnification obligations payable under the ABL Documents.
"ABL Priority Collateral" means: (a) all accounts receivable (as defined in Section 9-102(a)(2) of the UCC), including trade receivables arising from the sale of crude oil, natural gas, natural gas liquids, condensate, refined products, and renewable energy credits; (b) all inventory (as defined in Section 9-102(a)(48) of the UCC), including crude oil, natural gas, petroleum product, and other hydrocarbon inventory, whether in transit, in storage, or held for sale; (c) all deposit accounts (as defined in Section 9-102(a)(29) of the UCC) and securities accounts (as defined in Section 8-501 of the UCC), in each case to the extent such accounts hold or contain proceeds of accounts receivable or inventory described in clauses (a) and (b); (d) all chattel paper, instruments, and general intangibles arising from or directly related to such accounts receivable or inventory; and (e) all products and proceeds (as defined in Section 9-102(a)(64) of the UCC) of the foregoing, in each case whether now owned or hereafter acquired by any Grantor. For the avoidance of doubt, ABL Priority Collateral does not include property, plant and equipment, equity interests, intellectual property, material contracts, or intercompany receivables (which constitute Notes Priority Collateral).
"Agreement" means this Intercreditor Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.
"Collateral" means all assets and property of the Issuers and the Guarantors that are subject to a lien securing either the ABL Obligations or the Notes Obligations (or both), including ABL Priority Collateral, Notes Priority Collateral, and Shared Collateral.
"Co-Issuer" means Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (EIN 93-4728106).
"DTC" means The Depository Trust Company, a New York corporation, or any successor thereto.
"Enforcement Action" means any action by a Secured Party to foreclose upon, collect, sell, lease, license, assign, transfer, or otherwise realize upon, or exercise any right or remedy with respect to, any Collateral, whether by judicial action, self-help, notification of account debtors, setoff, recoupment, or otherwise, including the exercise of any rights of a secured party under Article 9 of the UCC, the commencement or pursuit of any foreclosure action, the exercise of any right under any lockbox, control, or similar agreement, the seeking of relief from the automatic stay or any other stay in any Insolvency Proceeding, or any other enforcement of a lien on or security interest in any Collateral.
"Grantors" means, collectively, the Issuers and each Guarantor, together with their respective successors and assigns.
"Guarantors" means, collectively, (i) Dunmore Nigeria E&P Ltd., (ii) Dunmore Gulf Operations LLC, (iii) Dunmore Renewables LLC, (iv) Dunmore Senegal S.A., (v) Dunmore Midstream Holdings Inc., (vi) Dunmore Trading Ltd., and (vii) any additional subsidiary of the Issuer that hereafter becomes a guarantor under the Notes Indenture (whether pursuant to a supplemental indenture or otherwise) or the ABL Credit Agreement and that executes a joinder to this Agreement in the form of Exhibit C attached hereto.
"Indenture Trustee" means Northgate Trust Company, N.A., a national banking association, in its capacity as trustee under the Notes Indenture, and any successor trustee appointed in accordance with the terms of the Notes Indenture.
"Insolvency Proceeding" means any case, action, or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, or relief of debtors, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or any other similar arrangement in respect of a debtor's creditors generally or any substantial portion of such creditors, in each case whether under the Bankruptcy Code, the Insolvency Act 1986 (England and Wales), the Companies and Allied Matters Act (Nigeria), the Acte Uniforme portant Organisation des Procédures Collectives d'Apurement du Passif (OHADA), or any other applicable domestic or foreign bankruptcy, insolvency, or similar law.
"Issuer" means Dunmore Energy Holdings Ltd., an exempted company duly incorporated and existing under the laws of the Cayman Islands (Cayman Registry No. MC-384726).
"Issuers" means, collectively, the Issuer and the Co-Issuer.
"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by the Issuers pursuant to the Notes Indenture, including any additional notes issued under the Notes Indenture.
"Notes Collateral Agent" means Northgate Trust Company, N.A., a national banking association, in its capacity as collateral agent under the Notes Security Documents, and any successor collateral agent appointed in accordance with the terms of the Notes Indenture.
"Notes Documents" means, collectively, the Notes Indenture, the Notes Security Documents, the Registration Rights Agreement dated as of the date hereof among the Issuers, the Guarantors, and the initial purchasers party thereto, and each other agreement, instrument, or document executed and delivered in connection with the issuance of the Notes, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Notes Indenture" has the meaning ascribed to such term in Recital A.
"Notes Lien" means any lien on any asset of any Grantor that secures any Notes Obligation.
"Notes Obligations" means all obligations of the Issuers and the Guarantors under the Notes Documents, whether now existing or hereafter arising, including, without limitation, the principal amount of the Notes ($850,000,000, or such lesser amount as may be outstanding from time to time), all interest thereon (at the rate of 9.375% per annum, payable semi-annually in arrears, resulting in semi-annual interest payments of approximately $39,843,750 based on the initial aggregate principal amount), any applicable premium (including any make-whole premium or early redemption premium), all fees, costs, expenses, and indemnification obligations payable under the Notes Documents, and all other amounts owing from time to time under the Notes Documents.
"Notes Priority Collateral" means: (a) all property, plant and equipment ("PP&E"), including all producing and non-producing oil and gas properties, mineral interests, leasehold interests, wells, platforms, pipelines, facilities, gathering systems, processing plants, and renewable energy generation assets; (b) all equity interests in each Guarantor subsidiary held by the Issuer or any other Grantor, including all capital stock, membership interests, limited liability company interests, partnership interests, and other ownership interests; (c) all intellectual property, including patents, trademarks, copyrights, trade secrets, proprietary technology, and licenses; (d) all material contracts, including hydrocarbon offtake agreements, production sharing contracts ("PSCs"), joint operating agreements ("JOAs"), pipeline transportation agreements, farmout agreements, and power purchase agreements; (e) all intercompany receivables owing from one Grantor to another Grantor; (f) all insurance proceeds, except insurance proceeds in respect of ABL Priority Collateral; and (g) all products and proceeds (as defined in Section 9-102(a)(64) of the UCC) of the foregoing, in each case whether now owned or hereafter acquired by any Grantor. For the avoidance of doubt, Notes Priority Collateral expressly excludes ABL Priority Collateral as defined herein.
"Notes Security Documents" means, collectively, (i) the U.S. Pledge and Security Agreement dated as of the date hereof, among the Issuers, the U.S. Guarantors, and the Notes Collateral Agent (governed by the laws of the State of New York), (ii) the Nigerian Debenture and Charge dated as of the date hereof, between Dunmore Nigeria E&P Ltd. and the Notes Collateral Agent (governed by the laws of the Federal Republic of Nigeria), (iii) the English Debenture dated as of the date hereof, between Dunmore Trading Ltd. and the Notes Collateral Agent (governed by the laws of England and Wales), and (iv) the Senegalese Nantissement and Cession Fiduciaire dated as of the date hereof, between Dunmore Senegal S.A. and the Notes Collateral Agent (governed by the laws of the Republic of Senegal), in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Permitted Liens" has the meaning ascribed to such term in the Notes Indenture, as in effect on the date hereof or as such definition may be amended in accordance with the terms of the Notes Indenture (subject to Section 9.04 of this Agreement).
"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity.
"Secured Parties" means, collectively, the ABL Agent (on behalf of itself and the ABL Lenders) and the Notes Collateral Agent (on behalf of itself and the holders of the Notes), and "Secured Party" means any one of them.
"Shared Collateral" means any item of Collateral that is subject to both an ABL Lien and a Notes Lien and that does not constitute either ABL Priority Collateral or Notes Priority Collateral.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York, unless the context otherwise requires reference to the Uniform Commercial Code of another jurisdiction.
Section 1.02 — Rules of Interpretation
(a) Unless the context otherwise requires, (i) references to "Articles," "Sections," "Exhibits," and "Schedules" are to articles, sections, exhibits, and schedules of this Agreement, (ii) references to any agreement or instrument are to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time, (iii) references to any statute or regulation are to such statute or regulation as amended from time to time and include any successor statute or regulation, (iv) words importing the singular include the plural and vice versa, (v) words importing any gender include all genders, (vi) references to "including" mean "including without limitation," and (vii) references to "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision.
(b) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
(c) All references to time of day shall mean New York City time unless otherwise specified.
(d) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings ascribed to such terms in the UCC, including the terms "account," "chattel paper," "deposit account," "document," "equipment," "general intangible," "goods," "instrument," "inventory," "investment property," "letter-of-credit right," "proceeds," "securities account," and "security."
(e) In the event of any conflict between the definitions or interpretive provisions of this Agreement and those contained in the ABL Credit Agreement or the Notes Indenture, the definitions and interpretive provisions of this Agreement shall control for purposes of this Agreement.
Section 1.03 — Uniform Commercial Code
Unless otherwise specified herein, references to the UCC shall mean the Uniform Commercial Code as in effect in the State of New York. To the extent that the perfection, the effect of perfection or non-perfection, or the priority of any lien on any Collateral is governed by the UCC of a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
ARTICLE II — LIEN PRIORITIES
Section 2.01 — ABL Priority Collateral — Relative Priorities
(a) Notwithstanding the date, time, method, manner, or order of grant, attachment, filing, recording, or perfection of any ABL Lien or any Notes Lien, and notwithstanding any provision of the UCC, any applicable law, any Collateral Agreement, or any other agreement or circumstance whatsoever (including any defect in, or failure to file or perfect, any ABL Lien or Notes Lien), and notwithstanding the fact that any ABL Lien or Notes Lien may be subordinated to any other lien or security interest (other than as between the ABL Liens and the Notes Liens as set forth herein), each ABL Lien on ABL Priority Collateral shall be senior in priority to each Notes Lien on such ABL Priority Collateral.
(b) Without limiting the generality of the foregoing, the ABL Liens on ABL Priority Collateral shall at all times be senior and prior to the Notes Liens on ABL Priority Collateral, specifically including, without limitation, all accounts receivable (including trade receivables arising from the sale of crude oil, natural gas, natural gas liquids, condensate, refined products, and renewable energy credits), all inventory (including crude oil, natural gas, petroleum product, and other hydrocarbon inventory, whether in transit or in storage), all deposit accounts and securities accounts (to the extent such accounts hold proceeds of accounts receivable or inventory), all chattel paper, instruments, and general intangibles arising from or related to such accounts receivable or inventory, and all products and proceeds of the foregoing.
(c) The priority of the ABL Liens on ABL Priority Collateral as established by this Section 2.01 shall apply regardless of whether any ABL Obligations are outstanding at any time. For the avoidance of doubt, the subordination of the Notes Liens on ABL Priority Collateral to the ABL Liens on ABL Priority Collateral shall continue in effect notwithstanding any amendment, modification, supplement, refinancing, or replacement of the ABL Credit Agreement or the ABL Obligations (including any increase in the amount of ABL Obligations), subject to the terms of this Agreement.
Section 2.02 — Notes Priority Collateral — Relative Priorities
(a) Notwithstanding the date, time, method, manner, or order of grant, attachment, filing, recording, or perfection of any Notes Lien or any ABL Lien, and notwithstanding any provision of the UCC, any applicable law, any Collateral Agreement, or any other agreement or circumstance whatsoever (including any defect in, or failure to file or perfect, any Notes Lien or ABL Lien), and notwithstanding the fact that any Notes Lien or ABL Lien may be subordinated to any other lien or security interest (other than as between the Notes Liens and the ABL Liens as set forth herein), each Notes Lien on Notes Priority Collateral shall be senior in priority to each ABL Lien on such Notes Priority Collateral.
(b) Without limiting the generality of the foregoing, the Notes Liens on Notes Priority Collateral shall at all times be senior and prior to the ABL Liens on Notes Priority Collateral, specifically including, without limitation: (i) all property, plant and equipment, including the Issuers' and Guarantors' interests in producing properties designated as OML 47 and OML 63 (offshore Nigeria), the Cayar Offshore Block (offshore Senegal), the Green Canyon and Garden Banks lease areas (Gulf of Mexico, United States), and the 220 MW West Texas solar portfolio held by Dunmore Renewables LLC; (ii) all equity interests of each Guarantor subsidiary held directly or indirectly by the Issuer or any other Grantor; (iii) all intellectual property; (iv) all material contracts, including hydrocarbon offtake agreements, production sharing contracts, joint operating agreements, pipeline transportation agreements, farmout agreements, and power purchase agreements; (v) all intercompany receivables; (vi) all insurance proceeds (other than insurance proceeds constituting ABL Priority Collateral); and (vii) all products and proceeds of the foregoing.
(c) The priority of the Notes Liens on Notes Priority Collateral as established by this Section 2.02 shall apply irrespective of the date, time, method, or order of filing, recording, or perfection of any such lien, and irrespective of any defect in or failure to perfect any such lien. The subordination of the ABL Liens on Notes Priority Collateral to the Notes Liens on Notes Priority Collateral shall continue in effect notwithstanding any amendment, modification, supplement, or replacement of the Notes Indenture or the Notes Obligations (including any increase in the principal amount of the Notes), subject to the terms of this Agreement.
Section 2.03 — Shared Collateral
(a) To the extent any item of Collateral does not fall within the definition of ABL Priority Collateral or Notes Priority Collateral, such item shall constitute Shared Collateral.
(b) ABL Liens on Shared Collateral shall be senior in priority to Notes Liens on Shared Collateral. The ABL Agent, on behalf of the ABL Lenders, shall have first priority with respect to Shared Collateral, and the Notes Collateral Agent, on behalf of the holders of the Notes, shall have second priority with respect to Shared Collateral. The relative priority of the ABL Liens and the Notes Liens on Shared Collateral shall be subject to the same principles set forth in Sections 2.01(a) and 2.01(c) mutatis mutandis.
(c) In the event that proceeds received upon any collection, sale, or other realization of Collateral are attributable in part to ABL Priority Collateral and in part to Notes Priority Collateral (such proceeds, "Mixed Proceeds"), the following allocation rules shall apply:
(i) To the extent that the source or origin of the Mixed Proceeds can be reasonably identified and traced to a specific category of Collateral (whether ABL Priority Collateral or Notes Priority Collateral), such proceeds shall be allocated to, and treated as proceeds of, such identified category of Collateral and applied in accordance with the waterfall applicable to such category as set forth in Article V.
(ii) To the extent that the source or origin of the Mixed Proceeds cannot be reasonably identified or traced to a specific category of Collateral, such proceeds shall be allocated between ABL Priority Collateral and Notes Priority Collateral on a pro rata basis, calculated by reference to the respective appraised fair market values of the ABL Priority Collateral and the Notes Priority Collateral from which such Mixed Proceeds were derived, as determined by an independent appraiser mutually agreed upon by the ABL Agent and the Notes Collateral Agent (or, if they are unable to agree within ten (10) business days, appointed by the American Arbitration Association upon the application of either party). Pending such determination, the Mixed Proceeds shall be held in a segregated account and not distributed.
(iii) The costs of any appraisal or determination required by clause (ii) above shall be borne equally by the ABL Agent (on behalf of the ABL Lenders) and the Notes Collateral Agent (on behalf of the holders of the Notes).
Section 2.04 — Prohibition on Contesting Priorities
(a) Each of the ABL Agent (on behalf of itself and the ABL Lenders) and the Notes Collateral Agent (on behalf of itself and the holders of the Notes) agrees that it shall not, and shall not direct, instruct, authorize, or permit any Person acting on its behalf to, contest, challenge, object to, or take any action (whether judicial, administrative, or otherwise) that is inconsistent with the priority provisions set forth in this Article II.
(b) Without limiting the generality of the foregoing, neither the ABL Agent nor the Notes Collateral Agent shall seek to have a court or other tribunal re-characterize, re-order, avoid, or subordinate the priority of the other party's liens as established by this Article II, whether pursuant to Section 510 of the Bankruptcy Code, applicable state law, or otherwise.
(c) This Section 2.04 shall apply in any Insolvency Proceeding and in any other judicial or administrative proceeding, and shall be enforceable by specific performance.
Section 2.05 — Priority Independent of Perfection
The priorities established by this Agreement shall govern the relative rights and priorities of the ABL Agent and the Notes Collateral Agent with respect to the Collateral, notwithstanding:
(a) any failure to file, record, or register any financing statement, charge, or other instrument of perfection in any jurisdiction;
(b) any defect in, or deficiency of, any such filing, recording, or registration;
(c) the time, order, or method of attachment, grant, or perfection of any ABL Lien or Notes Lien;
(d) any provision of Article 9 of the UCC, the Personal Property Security Act of any Canadian province, or any other applicable law (including the laws of Nigeria, Senegal, England and Wales, or any other jurisdiction) that would otherwise govern the priority of competing security interests; or
(e) any other circumstance whatsoever, whether similar or dissimilar to the foregoing.
Section 2.06 — No New Liens
The Grantors covenant and agree that they shall not create, incur, assume, or suffer to exist any lien on any Collateral to secure any obligation other than (a) the ABL Obligations (pursuant to the ABL Documents), (b) the Notes Obligations (pursuant to the Notes Documents), and (c) Permitted Liens as defined in the Notes Indenture and the ABL Credit Agreement; provided that any such Permitted Lien shall be subject to the terms and priorities established by this Agreement. For the avoidance of doubt, no Grantor shall grant any lien on any Collateral to secure any other indebtedness (including any junior lien indebtedness or mezzanine financing) without the prior written consent of both the ABL Agent and the Notes Collateral Agent, unless such lien constitutes a Permitted Lien.
ARTICLE III — ENFORCEMENT RIGHTS
Section 3.01 — Exercise of Remedies with Respect to ABL Priority Collateral
(a) So long as any ABL Obligations remain outstanding (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), the ABL Agent shall have the exclusive right to exercise or direct the exercise of all remedies (including foreclosure, collection, sale, lease, license, and any other Enforcement Action) with respect to ABL Priority Collateral. The ABL Agent shall have the sole and exclusive right to manage, control, and conduct any Enforcement Action with respect to ABL Priority Collateral in such manner as the ABL Agent may determine in its sole discretion, consistent with the terms of the ABL Documents and applicable law.
(b) Until the date on which all ABL Obligations have been paid in full and all commitments under the ABL Facility have been terminated (the "ABL Discharge Date"), the Notes Collateral Agent agrees that it shall not take any Enforcement Action with respect to any ABL Priority Collateral, and shall not instruct, direct, or authorize any holder of the Notes to take any such Enforcement Action. Without limiting the generality of the foregoing, the Notes Collateral Agent shall not (i) commence any judicial or non-judicial foreclosure proceeding with respect to any ABL Priority Collateral, (ii) exercise any right of setoff or recoupment against any ABL Priority Collateral, (iii) notify any account debtor to make payment to the Notes Collateral Agent on any account receivable constituting ABL Priority Collateral, (iv) exercise any right under any lockbox agreement, deposit account control agreement, or securities account control agreement with respect to ABL Priority Collateral, or (v) take any other action to collect, realize upon, or enforce any lien on any ABL Priority Collateral.
(c) Notwithstanding the foregoing, even after the ABL Discharge Date, the Notes Collateral Agent shall not commence any Enforcement Action with respect to ABL Priority Collateral unless and until the Notes Collateral Agent has provided not less than one hundred eighty (180) days' prior written notice to the ABL Agent (or its successor) of its intention to commence such Enforcement Action (the "ABL Priority Standstill Period"). The ABL Priority Standstill Period is intended to afford the ABL Agent and the ABL Lenders a reasonable opportunity to refinance, replace, or otherwise address the ABL Facility in an orderly manner. During the ABL Priority Standstill Period, the Notes Collateral Agent shall refrain from exercising any Enforcement Action with respect to ABL Priority Collateral. If, prior to the expiration of the ABL Priority Standstill Period, the ABL Obligations are refinanced or replaced and new ABL Obligations become outstanding, a new intercreditor agreement (or an amendment to this Agreement) shall be entered into to address the relative priority of such new ABL Obligations and the Notes Obligations with respect to the Collateral.
Section 3.02 — Exercise of Remedies with Respect to Notes Priority Collateral
(a) So long as any Notes Obligations remain outstanding (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), the Notes Collateral Agent shall have the exclusive right to exercise or direct the exercise of all remedies (including foreclosure, collection, sale, lease, license, and any other Enforcement Action) with respect to Notes Priority Collateral. The Notes Collateral Agent shall have the sole and exclusive right to manage, control, and conduct any Enforcement Action with respect to Notes Priority Collateral in such manner as the Notes Collateral Agent may determine in its sole discretion (acting at the direction of the requisite holders of the Notes pursuant to the terms of the Notes Indenture), consistent with the terms of the Notes Documents and applicable law.
(b) Until the date on which all Notes Obligations have been paid in full and the Notes Indenture has been discharged or defeased in accordance with its terms (the "Notes Discharge Date"), the ABL Agent agrees that it shall not take any Enforcement Action with respect to any Notes Priority Collateral, and shall not instruct, direct, or authorize any ABL Lender to take any such Enforcement Action. Without limiting the generality of the foregoing, the ABL Agent shall not (i) commence any judicial or non-judicial foreclosure proceeding with respect to any Notes Priority Collateral, (ii) exercise any right to collect or enforce against any Notes Priority Collateral, (iii) seek the appointment of a receiver or similar official with respect to any Notes Priority Collateral, or (iv) take any other action to collect, realize upon, or enforce any lien on any Notes Priority Collateral.
(c) Notwithstanding the foregoing, even after the Notes Discharge Date, the ABL Agent shall not commence any Enforcement Action with respect to Notes Priority Collateral unless and until the ABL Agent has provided not less than one hundred eighty (180) days' prior written notice to the Notes Collateral Agent (or its successor) of its intention to commence such Enforcement Action (the "Notes Priority Standstill Period"). The Notes Priority Standstill Period is intended to afford the Notes Collateral Agent and the holders of the Notes a reasonable opportunity to address the Notes Obligations in an orderly manner. During the Notes Priority Standstill Period, the ABL Agent shall refrain from exercising any Enforcement Action with respect to Notes Priority Collateral.
Section 3.03 — Exercise of Remedies with Respect to Shared Collateral
(a) The ABL Agent shall have the exclusive right to exercise or direct the exercise of all remedies with respect to Shared Collateral; provided, however, that the ABL Agent shall not commence any Enforcement Action with respect to any Shared Collateral unless and until the ABL Agent has provided not less than ten (10) business days' prior written notice to the Notes Collateral Agent of its intention to commence such Enforcement Action (which notice shall include a reasonably detailed description of the Enforcement Action to be taken and the Shared Collateral to be affected). All proceeds of any Enforcement Action with respect to Shared Collateral shall be applied in accordance with the waterfall provisions set forth in Section 5.03.
(b) If the ABL Agent has not commenced an Enforcement Action with respect to any Shared Collateral within one hundred eighty (180) days after the occurrence and continuance of an event of default under the ABL Credit Agreement, the Notes Collateral Agent may, upon not less than ten (10) business days' prior written notice to the ABL Agent, commence an Enforcement Action with respect to such Shared Collateral; provided, however, that any proceeds of such Enforcement Action shall be applied in accordance with Section 5.03 (i.e., first to ABL Obligations, then to Notes Obligations). The right of the Notes Collateral Agent under this Section 3.03(b) shall terminate if the ABL Agent commences an Enforcement Action with respect to such Shared Collateral at any time prior to the Notes Collateral Agent's commencement of its own Enforcement Action.
(c) The ABL Agent shall conduct any Enforcement Action with respect to Shared Collateral in a commercially reasonable manner in accordance with Article 9 of the UCC and other applicable law. Nothing in this Section 3.03 shall limit the obligation of the ABL Agent to apply proceeds in accordance with Article V.
Section 3.04 — Cooperation
(a) Each Secured Party agrees that it shall cooperate in good faith with the other Secured Party in connection with any Enforcement Action taken by such other Secured Party with respect to the Collateral in accordance with this Agreement. Such cooperation shall include, without limitation:
(i) providing reasonable access to any Collateral that is in the possession or control of the cooperating Secured Party;
(ii) executing and delivering, at the requesting Secured Party's expense, such releases, UCC-3 termination statements, lien releases, discharges, and other instruments as may be reasonably necessary to effectuate any Enforcement Action or any sale, transfer, or other disposition of Collateral in connection therewith;
(iii) providing such information regarding the Collateral as may be reasonably requested; and
(iv) refraining from taking any action that would impair or delay the Enforcement Action being conducted by the other Secured Party.
(b) In connection with any public or private sale of Collateral conducted by a Secured Party pursuant to an Enforcement Action, the non-controlling Secured Party (i.e., the Secured Party that does not have the exclusive right to conduct the Enforcement Action with respect to such Collateral) shall have the right to credit bid in such sale to the extent of its secured claims against the applicable Grantors, subject to the application of proceeds in accordance with Article V. For the avoidance of doubt, the controlling Secured Party shall also have the right to credit bid in such sale to the extent of its secured claims.
Section 3.05 — No Interference
Neither the ABL Agent nor the Notes Collateral Agent shall take any action that would impair, interfere with, delay, hinder, or otherwise prejudice the other Secured Party's exercise of remedies with respect to such other Secured Party's Priority Collateral. Without limiting the foregoing, neither Secured Party shall (a) seek to enjoin, restrain, or otherwise prevent the other Secured Party from exercising its rights under this Article III, (b) take any action designed to frustrate or delay the realization of value from the other Secured Party's Priority Collateral, or (c) object to or otherwise contest any Enforcement Action taken by the other Secured Party in accordance with this Agreement and applicable law.
ARTICLE IV — ACTIONS IN RESPECT OF COLLATERAL; LIMITATIONS
Section 4.01 — Release of Liens on ABL Priority Collateral
(a) If the ABL Agent releases any ABL Lien on any item of ABL Priority Collateral in connection with a sale, transfer, or other disposition of such Collateral that is permitted under the terms of the ABL Credit Agreement, the Notes Collateral Agent shall be deemed to have consented to such release and shall simultaneously release any Notes Lien on such ABL Priority Collateral, and such ABL Priority Collateral shall be delivered to the purchaser or transferee free and clear of the Notes Lien.
(b) To effectuate any release required by this Section 4.01, the ABL Agent shall deliver a written notice to the Notes Collateral Agent identifying the item(s) of ABL Priority Collateral to be released and certifying that such release is being made in connection with a disposition permitted under the ABL Credit Agreement. Within five (5) business days following receipt of such notice, the Notes Collateral Agent shall execute and deliver to the ABL Agent (or to such Person as the ABL Agent may direct) all release instruments, UCC-3 termination or amendment statements, mortgage releases, and other documents reasonably necessary or desirable to evidence the release of the Notes Lien on such ABL Priority Collateral. The Issuers shall bear all costs and expenses incurred by the Notes Collateral Agent in connection with the preparation and delivery of such release instruments.
(c) The Notes Collateral Agent hereby irrevocably appoints the ABL Agent as its attorney-in-fact, with full power of substitution, to execute and file on behalf of the Notes Collateral Agent any release instruments or UCC-3 termination or amendment statements that the Notes Collateral Agent fails to execute and deliver within the five (5) business day period specified in clause (b) above; provided that the ABL Agent shall not exercise such power of attorney unless the Notes Collateral Agent has failed to execute and deliver such instruments within such period despite having received the written notice specified in clause (b) above.
Section 4.02 — Release of Liens on Notes Priority Collateral
(a) If the Notes Collateral Agent releases any Notes Lien on any item of Notes Priority Collateral in connection with a sale, transfer, or other disposition of such Collateral that is permitted under the terms of the Notes Indenture, the ABL Agent shall simultaneously release any ABL Lien on such Notes Priority Collateral, and such Notes Priority Collateral shall be delivered to the purchaser or transferee free and clear of the ABL Lien.
(b) To effectuate any release required by this Section 4.02, the Notes Collateral Agent shall deliver a written notice to the ABL Agent identifying the item(s) of Notes Priority Collateral to be released and certifying that such release is being made in connection with a disposition permitted under the Notes Indenture. Within five (5) business days following receipt of such notice, the ABL Agent shall execute and deliver to the Notes Collateral Agent (or to such Person as the Notes Collateral Agent may direct) all release instruments and other documents reasonably necessary to evidence the release of the ABL Lien on such Notes Priority Collateral. The Issuers shall bear all costs and expenses incurred by the ABL Agent in connection therewith.
(c) The ABL Agent hereby irrevocably appoints the Notes Collateral Agent as its attorney-in-fact, with full power of substitution, to execute and file on behalf of the ABL Agent any release instruments that the ABL Agent fails to execute and deliver within the five (5) business day period specified in clause (b) above, subject to the same conditions as set forth in Section 4.01(c) mutatis mutandis.
Section 4.03 — Release in Connection with Dispositions
In connection with any sale, transfer, or other disposition of any Collateral that is expressly permitted under both the ABL Credit Agreement and the Notes Indenture, both the ABL Lien and the Notes Lien on such Collateral shall be released, and such Collateral shall be delivered to the purchaser or transferee free and clear of both the ABL Lien and the Notes Lien. The net proceeds of such disposition shall be applied in accordance with the applicable waterfall provisions of Article V, based on the characterization of the Collateral disposed of as ABL Priority Collateral, Notes Priority Collateral, or Shared Collateral. Each of the ABL Agent and the Notes Collateral Agent agrees to execute and deliver all instruments of release reasonably requested by the other Secured Party or by the applicable Grantor to effectuate any such release.
Section 4.04 — Insurance Proceeds
(a) Insurance proceeds received by any Grantor or any Secured Party in respect of any loss, damage to, or destruction of ABL Priority Collateral shall be applied first to the ABL Obligations in accordance with the terms of the ABL Credit Agreement. To the extent any such insurance proceeds remain after the payment in full of all ABL Obligations, such remaining proceeds shall be applied to the Notes Obligations in accordance with the terms of the Notes Indenture, or otherwise returned to the applicable Grantor as required by the ABL Credit Agreement or the Notes Indenture.
(b) Insurance proceeds received in respect of any loss, damage to, or destruction of Notes Priority Collateral shall be applied first to the Notes Obligations in accordance with the terms of the Notes Indenture. To the extent any such insurance proceeds remain after the payment in full of all Notes Obligations, such remaining proceeds shall be applied to the ABL Obligations in accordance with the terms of the ABL Credit Agreement, or otherwise returned to the applicable Grantor.
(c) Insurance proceeds received in respect of any loss, damage to, or destruction of Shared Collateral shall be applied in accordance with the waterfall provisions of Section 5.03 (i.e., first to the ABL Obligations, then to the Notes Obligations, and then to the Grantors or as otherwise required by law).
(d) Each Grantor agrees to maintain the insurance coverages required by the ABL Credit Agreement and the Notes Indenture, respectively, and to cause the ABL Agent and the Notes Collateral Agent to be named as loss payees and additional insureds as required by the ABL Documents and the Notes Documents.
Section 4.05 — Restrictions on Acquiring Additional Liens
Neither the ABL Agent (on behalf of itself or the ABL Lenders) nor the Notes Collateral Agent (on behalf of itself or the holders of the Notes) shall acquire, accept, or otherwise obtain any lien on any property of any Grantor (other than liens granted pursuant to the ABL Documents or the Notes Documents, as applicable) that would be senior to or pari passu with the other Secured Party's liens on such property, without the prior written consent of the other Secured Party. Any lien acquired in violation of this Section 4.05 shall be deemed to be held in trust for the benefit of the other Secured Party and shall be automatically subordinated to such other Secured Party's liens on such property in accordance with the priorities established by Article II.
ARTICLE V — APPLICATION OF PROCEEDS; WATERFALL
Section 5.01 — Application of Proceeds of ABL Priority Collateral
All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of ABL Priority Collateral shall be applied in the following order of priority:
First: to the payment of all reasonable and documented costs and expenses of the ABL Agent incurred in connection with such collection, enforcement, sale, or realization (including attorneys' fees, receiver's fees, appraisal costs, and other out-of-pocket expenses);
Second: to the payment of all ABL Obligations, in such order as the ABL Agent shall determine in accordance with the ABL Credit Agreement, until all ABL Obligations (including, without limitation, principal, accrued and unpaid interest, fees, hedging obligations, cash management obligations, and all other amounts owing under the ABL Documents) have been paid in full and all commitments under the ABL Facility have been terminated;
Third: to the payment of all reasonable and documented costs and expenses of the Notes Collateral Agent incurred in connection with the collection, enforcement, or realization of its liens on such ABL Priority Collateral (including attorneys' fees and other out-of-pocket expenses);
Fourth: to the payment of all Notes Obligations, in such order as the Notes Collateral Agent shall determine in accordance with the Notes Indenture, until all Notes Obligations (including, without limitation, principal, accrued and unpaid interest, premium, fees, and other amounts owing under the Notes Documents) have been paid in full;
Fifth: to the applicable Grantors, or their successors or assigns, or as a court of competent jurisdiction may otherwise direct, or as otherwise required by applicable law.
Section 5.02 — Application of Proceeds of Notes Priority Collateral
All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of Notes Priority Collateral shall be applied in the following order of priority:
First: to the payment of all reasonable and documented costs and expenses of the Notes Collateral Agent incurred in connection with such collection, enforcement, sale, or realization (including attorneys' fees, receiver's fees, appraisal costs, and other out-of-pocket expenses);
Second: to the payment of all Notes Obligations, in such order as the Notes Collateral Agent shall determine in accordance with the Notes Indenture, until all Notes Obligations have been paid in full, including (without limitation) (i) principal of $850,000,000 (or such lesser or greater amount as may be outstanding from time to time), (ii) accrued and unpaid interest at the rate of 9.375% per annum, (iii) any applicable premium (including any make-whole premium or early redemption premium), (iv) all fees, costs, expenses, and indemnification obligations, and (v) all other amounts owing under the Notes Documents;
Third: to the payment of all reasonable and documented costs and expenses of the ABL Agent incurred in connection with the collection, enforcement, or realization of its liens on such Notes Priority Collateral;
Fourth: to the payment of all ABL Obligations, in such order as the ABL Agent shall determine in accordance with the ABL Credit Agreement, until all ABL Obligations have been paid in full;
Fifth: to the applicable Grantors, or their successors or assigns, or as a court of competent jurisdiction may otherwise direct, or as otherwise required by applicable law.
Section 5.03 — Application of Proceeds of Shared Collateral
All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of Shared Collateral shall be applied in the following order of priority:
First: to the payment of all reasonable and documented costs and expenses of the ABL Agent incurred in connection with such collection, enforcement, sale, or realization (including attorneys' fees, receiver's fees, appraisal costs, and other out-of-pocket expenses);
Second: to the payment of all ABL Obligations, in such order as the ABL Agent shall determine in accordance with the ABL Credit Agreement, until all ABL Obligations have been paid in full;
Third: to the payment of all reasonable and documented costs and expenses of the Notes Collateral Agent incurred in connection with the collection, enforcement, or realization of its liens on such Shared Collateral;
Fourth: to the payment of all Notes Obligations, in such order as the Notes Collateral Agent shall determine in accordance with the Notes Indenture, until all Notes Obligations have been paid in full;
Fifth: to the applicable Grantors, or their successors or assigns, or as a court of competent jurisdiction may otherwise direct, or as otherwise required by applicable law.
Section 5.04 — Turnover
(a) If the Notes Collateral Agent or any holder of the Notes receives any proceeds of ABL Priority Collateral or Shared Collateral in contravention of the priority provisions established in this Agreement (whether by payment, collection, Enforcement Action, setoff, or otherwise), the Notes Collateral Agent or such holder of the Notes (as the case may be) shall promptly turn over and deliver such proceeds to the ABL Agent, in the same form as received (with any necessary endorsements or assignments), for application to the ABL Obligations in accordance with the terms of the ABL Credit Agreement and Article V of this Agreement.
(b) If the ABL Agent or any ABL Lender receives any proceeds of Notes Priority Collateral in contravention of the priority provisions established in this Agreement (whether by payment, collection, Enforcement Action, setoff, or otherwise), the ABL Agent or such ABL Lender (as the case may be) shall promptly turn over and deliver such proceeds to the Notes Collateral Agent, in the same form as received (with any necessary endorsements or assignments), for application to the Notes Obligations in accordance with the terms of the Notes Indenture and Article V of this Agreement.
(c) The obligations of each Secured Party under this Section 5.04 shall arise regardless of whether the receipt of such proceeds was voluntary or involuntary, and regardless of whether such receipt occurred in connection with an Insolvency Proceeding or otherwise.
Section 5.05 — Payments Received in Error
Any payment or distribution received by a Secured Party that is required to be turned over to the other Secured Party pursuant to Section 5.04 shall, pending such turnover, be held in trust by the receiving Secured Party for the benefit of the other Secured Party. Such payment or distribution shall be segregated from all other funds and property held by the receiving Secured Party and shall not be commingled with any other funds or property of the receiving Secured Party. The receiving Secured Party shall promptly deliver such payment or distribution to the other Secured Party, together with such endorsements, assignments, or other instruments as may be necessary to effectuate the transfer. The receiving Secured Party shall have no right to use, invest, or otherwise employ such payment or distribution during the period it is held in trust, and shall not have any liability for any diminution in value of such payment or distribution during such period, except to the extent caused by the receiving Secured Party's gross negligence or willful misconduct.
ARTICLE VI — INSOLVENCY PROCEEDINGS
Section 6.01 — Filing of Claims
(a) Each Secured Party shall retain the right, in its own name or in the name of the holders or lenders it represents, to file proofs of claim, motions, objections, and other pleadings, and to make statements and vote on any plan or proposal, in any Insolvency Proceeding affecting any Grantor, in each case consistent with the terms and provisions of this Agreement.
(b) Each of the Issuers and the Guarantors hereby irrevocably authorizes the Notes Collateral Agent to file proofs of claim on behalf of the holders of the Notes in any Insolvency Proceeding to which any Grantor is subject, to the extent that such holders have not timely filed their own proofs of claim. This authorization is coupled with an interest and is irrevocable.
(c) Nothing in this Section 6.01 shall be construed to limit the right of any individual holder of the Notes or any individual ABL Lender to file its own proof of claim in any Insolvency Proceeding, provided that such filing is consistent with the priority and other provisions of this Agreement.
Section 6.02 — DIP Financing
(a) If any Grantor becomes the subject of an Insolvency Proceeding, the Notes Collateral Agent agrees that it shall not object to, and hereby consents to, any debtor-in-possession financing (a "DIP Facility") provided by the ABL Agent, the ABL Lenders, or any of their affiliates that is secured by a priming lien on ABL Priority Collateral or Shared Collateral (or both), provided that each of the following conditions is satisfied:
(i) the Notes Collateral Agent shall retain its Notes Lien on all Notes Priority Collateral with the same relative priority vis-à-vis the ABL Lien as existed immediately prior to the commencement of the Insolvency Proceeding;
(ii) the Notes Collateral Agent shall be granted adequate protection of its interest in Shared Collateral, which adequate protection shall include, at a minimum, a replacement lien on the same Shared Collateral with the same relative priority vis-à-vis the ABL Lien as existed immediately prior to the commencement of the Insolvency Proceeding; and
(iii) the DIP Facility does not require the Notes Collateral Agent to release or subordinate any Notes Lien on Notes Priority Collateral (other than any subordination already provided for in this Agreement).
(b) Correspondingly, the ABL Agent agrees that it shall not object to, and hereby consents to, any DIP Facility provided by the Notes Collateral Agent, the holders of the Notes, or any of their affiliates that is secured by a priming lien on Notes Priority Collateral, provided that each of the following conditions is satisfied:
(i) the ABL Agent shall retain its ABL Lien on all ABL Priority Collateral and Shared Collateral with the same relative priority vis-à-vis the Notes Lien as existed immediately prior to the commencement of the Insolvency Proceeding;
(ii) the ABL Agent shall be granted adequate protection of its interest in any Collateral that is subject to the priming lien of the DIP Facility, which adequate protection shall include, at a minimum, a replacement lien with the same relative priority; and
(iii) the DIP Facility does not require the ABL Agent to release or subordinate any ABL Lien on ABL Priority Collateral or Shared Collateral (other than any subordination already provided for in this Agreement).
(c) For the avoidance of doubt, this Section 6.02 does not restrict the right of either Secured Party

INTERCREDITOR AGREEMENT

EACH OF THE GUARANTORS PARTY HERETO FROM TIME TO TIME

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Record

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