This Agreement hereby amends and restates, in its entirety, the existing Intercompany Subordination Agreement, dated as of September 24, 2010 (the “ Existing Intercompany Subordination Agreement ”), by and among the parties thereto, and the parties hereto agree and acknowledge that this Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the Liens, guarantees, security interests, indebtedness, loans, liabilities, expenses, or obligations under the Existing Intercompany Subordination Agreement or under the Shelf Agreement or any of the other Transaction Documents (except in each case as expressly modified in accordance with the Shelf Agreement and the other Transaction Documents amended in connection therewith).