Common use of Refinancings Clause in Contracts

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Noteholder Obligations may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Noteholder Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Noteholder First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Revolving Facility First Lien Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement.

Refinancings. The ABL Obligations, the First-Lien Revolving RBL Facility Obligations, the First-Lien Note Obligations and Notes Facility Obligations, any Series of Other First-Priority Lien Obligations, any Series of Other Second-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL RBL Facility Document, any First-Lien Revolving Notes Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document or any applicable Other Second-Priority Lien Obligations Document) of any First-Lien Revolving Notes Facility Secured Party, any ABL RBL Facility Secured Party, any Other First-Priority Lien Note Obligations Secured Party or any Other FirstSecond-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves requirements set forth in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Agent, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agenthave been satisfied. In connection with any Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness Indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Common Collateral vis-a-vis the Second-Priority Collateral Lien Obligations as the indebtedness Indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness Indebtedness in respect of any ABL Second-Priority Lien Obligations shall have the same rights and priorities in respect of any ABL Common Collateral vis-a-vis the First-Priority Collateral Lien Obligations as the indebtedness Indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Noteholder Obligations may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Noteholder Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10Section, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Noteholder First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Revolving Facility First Lien Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Notes Priority Document, any First-Second Lien Note Document or any applicable Other First-Priority Subordinated Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereofherein; provided, however, that (i) the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Senior Representative in respect of the ABL Priority Collateral Agentor the Senior Representative in respect of the Note Priority Collateral, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Senior Representative in respect of the ABL Priority Collateral or the Senior Representative in respect of the Note Priority Collateral, as the case may be and (ii) such Applicable Collateral AgentObligations constitute ABL Debt, Notes Priority Debt, Second Lien Debt or Subordinated Lien Debt in accordance with the applicable definition thereof. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.102.11, this Agreement may be amended at the written request and sole expense of the CompanyIssuer (subject to the immediately preceding sentence), and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Note Priority Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Note Priority Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to establish that such Refinancing indebtedness in respect of the Liens on any ABL Obligations Priority Collateral securing such refinancing or replacement indebtedness shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Term Debt Obligations may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Term Debt Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Term Debt Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Term Debt First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Term Debt First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Revolving Facility First Lien Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement.

Refinancings. The ABL Obligations, Each of the First-Lien Revolving Facility Obligations, the First-Lien Note Notes Obligations and any Series of Other First-Priority Lien the LC Obligations and the agreements or indentures governing them may be Refinanced, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Notes Document or any applicable Other First-Priority Lien LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of any First-Lien Revolving Facility Secured Partyof, any ABL Facility Secured Party, any First-Lien Note Notes Secured Party or any Other First-Priority Lien Obligations LC Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the CompanyParent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any Notes Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-LC Obligations shall have the same rights and priorities in respect of any LC Priority Lien Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any Notes Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the Notes Documents or the LC Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. The ABL Obligations, the First-First Lien Revolving Credit Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Second Lien Notes may be Refinancedreplaced, refunded or refinanced, in each casewhole or in part, (each, a “Replacement”) without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein under the Intercreditor Agreement or the other provisions hereofthereof; provided, however, that the First Lien Administrative Agent and the Second Lien Trustee shall receive on or prior to the incurrence of the Replacement: (i) an officers’ certificate from the Borrower or Issuer, as applicable, stating that (A) the Replacement is permitted by each applicable collateral document to be incurred (or, if required, any relevant consent has been obtained) and (B) customary legending requirements, if any, have been satisfied, and (ii) a “Priority Confirmation Joinder” (to be defined in the Intercreditor Agreement) from the holders or lenders of any such Refinancing indebtedness that replaces the First Lien Credit Facility or the Second Lien Notes, as the case may be (or an authorized agent agent, trustee or trustee other representative on their behalf). Upon the consummation of such Replacement and the satisfaction of certain other requirements, the holders or lenders of the indebtedness incurred pursuant to such Replacement and any authorized agent, trustee or other representative thereof will be entitled to the benefits of the Intercreditor Agreement. Bankruptcy or Insolvency/Liquidation: In the event of an insolvency or liquidation proceeding of a Loan Party, whether voluntary or involuntary, if the First Lien Administrative Agent or the First Lien Collateral Agent shall desire to permit the use of cash collateral or to permit such Loan Party to obtain debtor-in-possession financing (a “DIP Financing”), then the Second Lien Claimholders will agree that they will raise no objection to such use of cash collateral (or any grant of administrative expense priority under the Bankruptcy Code) bind themselves or DIP Financing and will not request adequate protection or any other relief in writing (connection therewith. The Second Lien Claimholders will subordinate their respective liens in the Collateral to the liens securing such DIP Financing to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at liens securing the request and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority First Lien Obligations are subordinated or are pari passu with such DIP Financing. The Second Lien Claimholders agree that they shall not be entitled to provide any DIP Financing unless the First Lien Claimholders have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) elected not to establish that provide such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such RefinancingDIP Financing.

Refinancings. The Any ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Noteholder Obligations may be Refinancedrefinanced or replaced (either immediately or after the passage of time), in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Noteholder Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; , provided, however, that the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable any applicable ABL Collateral Agent or the Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to each such Applicable ABL Collateral Agent or the Noteholder Collateral Agent, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10, this Agreement may shall be amended at the request and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Noteholder First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced and (c) to establish that such Refinancing indebtedness in respect of the Liens on any ABL Obligations First Lien Collateral securing such refinancing or replacement indebtedness shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority First Lien Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement.

Refinancings. The ABL Obligations, Borrower or any Subsidiary Borrower may refinance all or any part of any Borrowing with a Borrowing of the First-Lien Revolving Facility Obligations, same Currency and of the First-Lien Note Obligations and any Series same Interest Rate Type (or of Other First-Priority Lien Obligations and the agreements same or indentures governing them may be Refinanceddifferent Interest Rate Type, in each casethe case of Loans denominated in Dollars) made pursuant to Section 2.7 or pursuant to a notice under Section 2.3, without notice toas applicable, or the consent (except subject to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Documentconditions and limitations set forth herein and elsewhere in this Agreement, any First-Lien including refinancings of Competitive Borrowings with Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document) of any First-Lien Credit Borrowings and Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereofCredit Borrowings with Competitive Borrowings; provided, however, that at any time after the holders occurrence, and during the continuation, of any such Refinancing indebtedness (a Default or an authorized agent Event of Default, (i) no Borrowing denominated in Dollars (other than a Competitive Borrowing) or trustee portion thereof may be refinanced with a LIBOR Loan without the consent of the Required Lenders, and (ii) all or any part of a Borrowing (other than a Competitive Borrowing) denominated in an Optional Currency may be refinanced with a LIBOR Loan of the same Currency with an Interest Period of one month’s duration unless the Lenders having at least a majority of the Revolving Commitments designated to the Optional Currency sub-facility under which such Borrowing was made demand that any or all of the then outstanding LIBOR Loans denominated in an Optional Currency under such sub-facility be redenominated into Dollars in the amount of the Dollar Equivalent thereof on their behalf) bind themselves the last day of the then current Interest Period with respect thereto. Any Borrowing or part thereof refinanced under this Section 2.8 shall be deemed to be repaid in writing (accordance with Section 2.10 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they are do not already so bound) exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the terms of this Agreement Administrative Agent or by the Administrative Agent to the Borrower or the relevant Subsidiary Borrower pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral AgentSection 2.2(c); provided, shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10however, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any Representative, that (a) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such Lender in the Borrowing being refinanced, then such Lender shall pay such difference to add parties (the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any authorized agent or trustee thereforLenders described in clause (b) providing any such Refinancingbelow, as applicable, (b) if the principal amount extended by a Lender in the Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to confirm that such Refinancing indebtedness in respect Lender out of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and amounts received pursuant to clause (a) above, (c) to establish that the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (a) above, any Loan or portion thereof being refinanced with such Refinancing indebtedness amounts shall not be deemed repaid in respect accordance with this Section 2.8 and, to the extent of such failure, the Borrower or the relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.12, and (d) to the extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.12 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (c) above, the portion of any ABL Obligations refinanced Loan deemed not repaid shall have be deemed to be outstanding solely to the same rights and priorities in respect Lender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such RefinancingLender’s portion of such Loan.

Refinancings. The ABL Obligations, Any of the First-Lien Revolving Facility Obligations, the First-Lien Note Senior Obligations and any Series of Other First-Priority Lien the Subordinated Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Senior Loan Document or any applicable Other First-Priority Lien Obligations Subordinated Loan Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party (as defined in the Senior NIA or any Other First-Priority Lien Obligations Secured Partythe Subordinated Credit Agreement, as applicable), all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that (i) the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Subordination Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Subordination Agreement) as each Applicable Collateral Original Senior Agent or Original Subordinated Agent, as applicable, shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Original Senior Agent or Original Subordinated Agent, as applicable, and (ii) the terms of such Senior Obligations or the Subordinated Obligations, as applicable, as so Refinanced would not be prohibited by Section 6.a hereof if incorporated in the applicable documentation being Refinanced (any Refinancing of such Senior Obligations or the Subordinated Obligations, as applicable, meeting the foregoing requirements of this Section 6.c, a “Permitted Refinancing”). In connection with any Permitted Refinancing contemplated by this Section 2.106.c, this Subordination Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent of any RepresentativeSecured Party (as defined in the Senior NIA or the Subordinated Credit Agreement, as applicable), (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Senior Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral (as defined in the Subordinated Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced Refinanced, all on the terms provided for herein immediately prior to such Refinancing and (c) to establish confirm that such Refinancing indebtedness in respect of any ABL Subordinated Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral (as defined in the Senior Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Term Loan Obligations may be Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Term Loan Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Term Loan Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the ABL Administrative Agent or the Term Loan Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the ABL Administrative Agent or the Term Loan Collateral Agent, as the case may be. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such RefinancingRefinancing indebtedness, (b) to confirm establish that Liens on any Term Loan First Lien Collateral securing such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Term Loan First Lien Collateral as securing the indebtedness being Refinanced Refinanced, and (c) to establish that the Liens on any ABL First Lien Collateral securing such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority First Lien Collateral as securing the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Second-Priority Obligations may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document Senior Credit Agreement or any applicable Other FirstSecond-Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party Senior Lender or any Other FirstSecond-Priority Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral the Intercreditor Agent or the Second-Priority Designated Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Intercreditor Agent or the Second-Priority Designated Agent, as the case may be; provided that such Applicable Collateral Agentdocuments or agreements shall comply with Section 5.03(a). In connection with any Refinancing refinancing or replacement contemplated by this Section 2.105.08, this Agreement may be amended at the request and sole expense of the Company, and without the consent of the Intercreditor Agent or any RepresentativeSecond-Priority Agent, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, refinancing or replacement indebtedness and (b) to confirm establish that Liens on any Common Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Common Collateral as securing the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement.

Refinancings. The Each of the ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority the First‑Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Partyof, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations First‑Lien Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the CompanyU.S. Borrower, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Facility Document or any First-Priority Lien Obligations Document) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Term Loan Priority Collateral as the indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the U.S. Borrower that such modifications do not violate the ABL Facility Documents or the First-Priority Lien Obligations Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the U.S. Borrower has complied with its undertakings in any such document or this Agreement.

Refinancings. The ABL Obligations, Any of the First-Lien Revolving Facility Obligations, the First-Lien Note Senior Obligations and any Series of Other First-Priority Lien the Subordinated Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Senior Loan Document or any applicable Other First-Priority Lien Obligations Subordinated Loan Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party (as defined in the Senior Credit Agreement or any Other First-Priority Lien Obligations Secured Partythe Subordinated Credit Agreement, as applicable), all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that (i) the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Senior Agent or Subordinated Agent, as applicable, shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Senior Agent or Subordinated Agent, as applicable, and (ii) the terms of such Senior Obligations or the Subordinated Obligations, as applicable, as so Refinanced would not be prohibited by Section 6.a hereof if incorporated in the applicable documentation being Refinanced (any Refinancing of such Senior Obligations or the Subordinated Obligations, as applicable, meeting the foregoing requirements of this Section 6.c, a “Permitted Refinancing”). In connection with any Permitted Refinancing contemplated by this Section 2.106.c, this Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent of any RepresentativeSecured Party (as defined in the Senior Credit Agreement or the Subordinated Credit Agreement, as applicable), (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Senior Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral (as defined in the Subordinated Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced Refinanced, all on the terms provided for herein immediately prior to such Refinancing and (c) to establish confirm that such Refinancing indebtedness in respect of any ABL Subordinated Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral (as defined in the Senior Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Any Series of Other First-Priority Lien Secured Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other FirstNon-Priority Lien Obligations ABL Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other FirstNon-Priority Lien Obligations ABL Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall Agent may reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any RepresentativeRepresentative or Secured Party, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any FirstNon-Priority Lien ABL Obligations shall have the same rights and priorities in respect of any Notes Non-ABL Priority Collateral in relation to the ABL Obligations as the indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral in relation to the Non-ABL Obligations as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, Any of the First-Lien Revolving Facility Obligations, the First-Lien Note Senior Obligations and any Series of Other First-Priority Lien the Subordinated Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Senior Loan Document or any applicable Other First-Priority Lien Obligations Subordinated Loan Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party (as defined in the Senior NIA, the Second Lien NIA or any Other First-Priority the Third Lien Obligations Secured PartyCredit Agreement, as applicable), all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that (i) the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Subordination Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Subordination Agreement) as each Applicable Collateral Original Senior Agent, Original Second Lien Agent or Original Third Lien Agent, as applicable, shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Original Senior Agent, Original Second Lien Agent or Original Third Lien Agent, as applicable, and (ii) the terms of such Senior Obligations or the Subordinated Obligations, as applicable, as so Refinanced would not be prohibited by Section 6.a hereof if incorporated in the applicable documentation being Refinanced (any Refinancing of such Senior Obligations or the Subordinated Obligations, as applicable, meeting the foregoing requirements of this Section 6.c, a “Permitted Refinancing”). In connection with any Permitted Refinancing contemplated by this Section 2.106.c, this Subordination Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent of any RepresentativeSecured Party (as defined in the Senior NIA, the Second Lien NIA or the Third Lien Credit Agreement, as applicable), (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Senior Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral (as defined in the Subordinated Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced Refinanced, all on the terms provided for herein immediately prior to such Refinancing and (c) to establish confirm that such Refinancing indebtedness in respect of any ABL Subordinated Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral (as defined in the Senior Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving RBL Facility Obligations, the First-Lien Note Obligations and Term Facility Obligations, any Series of Other First-Priority Lien Obligations, any Series of Other Second-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL RBL Facility Document, any First-Lien Revolving Term Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document or any applicable Other Second-Priority Lien Obligations Document) of any First-Lien Revolving Term Facility Secured Party, any ABL RBL Facility Secured Party, any Other First-Priority Lien Note Obligations Secured Party or any Other FirstSecond-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves requirements set forth in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Agent, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agenthave been satisfied. In connection with any Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness Indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Common Collateral vis-a-vis the Second-Priority Collateral Lien Obligations as the indebtedness Indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness Indebtedness in respect of any ABL Second-Priority Lien Obligations shall have the same rights and priorities in respect of any ABL Common Collateral vis-a-vis the First-Priority Collateral Lien Obligations as the indebtedness Indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, Obligations and the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and of any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Secured Credit Document) of any First-Lien Revolving Facility Secured Party, Party of any Series or any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any RepresentativeCollateral Agent, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving Credit Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Noteholder Obligations may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Credit Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Noteholder Document) of any First-Lien Revolving Credit Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that (x) the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be and (y) with respect to the Notes, the Noteholder Documents and the Noteholder Obligations (including pursuant to any amendment, restatement, renewal, extension, supplement or other modification of the Noteholder Documents), (A) the aggregate principal amount of the replacement or refinancing indebtedness shall not exceed the aggregate principal amount of the Noteholder Obligations outstanding on the date hereof (plus an additional principal amount of indebtedness not to exceed $20,000,000 for all such replacements and refinancings in the aggregate after the date hereof) and accrued interest, fees and other amounts outstanding in respect thereof, and the cash yield or cash interest on the replaced or refinanced indebtedness shall be at then current market rates, (B) the replacement or refinancing indebtedness shall be secured and guaranteed only to the same extent securing the Noteholder Obligations on the date hereof and (C) the terms of any such refinanced or replacement indebtedness shall not (i) result in an earlier maturity date or decreased weighted average life thereof, (ii) change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto) or add any event of default, (iii) add any mandatory prepayments thereto, (iv) change the lien subordination provisions thereof (or of any guaranty thereof) or (v) make any other amendment thereof or change thereto, if the effect of such amendment or change with all other amendments or changes made, is to increase materially the obligations of the obligors thereunder or to confer any additional rights on the Noteholders or other holders of indebtedness (or a representative on their behalf) under the Noteholder Documents or any document governing such refinanced or replacement indebtedness that would be adverse to the Loan Parties under the Credit Facility Documents or any Credit Facility Secured Party. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Noteholder Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Noteholder Collateral as securing the indebtedness being Refinanced refinanced or replaced and (c) to establish that the Liens on any Credit Facility Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Credit Facility Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement. Notwithstanding anything to the contrary expressed or implied in this Agreement, in the event the Credit Facility Obligations are refinanced or replaced, then the Credit Facility Obligations will not be deemed to have been paid or satisfied, commitments to extend Credit Facility Obligations will be not be deemed to be terminated and Credit Facility Liens will not be deemed to have been released.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-First Lien Revolving Facility Document, any First-Second Lien Note Document or any applicable Other First-Priority Subordinated Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereofherein; provided, however, that the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Senior Representative in respect of the ABL Priority Collateral Agentor the Senior Representative in respect of the Note Priority Collateral, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the Senior Representative in respect of the ABL Priority Collateral Agentor the Senior Representative in respect of the Note Priority Collateral, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.102.11, this Agreement may be amended at the written request and sole expense of the CompanyIssuer (subject to the immediately preceding sentence), and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Note Priority Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Note Priority Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to establish that such Refinancing indebtedness in respect of the Liens on any ABL Obligations Priority Collateral securing such refinancing or replacement indebtedness shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement.

Refinancings. The ABL Obligations(a) On any Business Day, the First-Borrower shall have the right to prepay all or a portion of the Aggregate Loan Principal Balance and request the Administrative Agent to release its security interest and Lien Revolving Facility Obligationson some or all of the Pledged Timeshare Loans in connection with a Refinancing, subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations Paying Agent, the Custodian and the agreements or indentures governing them may Servicer at least ten (10) Business Days’ prior written notice of its intent to effect a Refinancing and, at least three (3) Business Days prior to the closing of the Refinancing, shall provide the Administrative Agent, the Custodian and the Servicer with the related Refinancing Release together with a funds flow memorandum indicating sources and uses to the reasonable satisfaction of the Administrative Agent with respect to such Refinancing; (ii) Unless such Refinancing is to be Refinancedeffected on a Distribution Date (in which case the relevant calculations with respect to such Refinancing shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a Refinancing Date Certificate and an updated Monthly Loan Tape together with evidence reasonably satisfactory to the Administrative Agent that the conditions precedent set forth in each caseclauses (iii)(D) and (E) below will be satisfied. (iii) On the related Refinancing Date, without notice tothe following shall be true and correct and the Borrower shall be deemed to have certified that, or after giving effect to the consent Refinancing, the related prepayment of the Aggregate Loan Principal Balance pursuant to Section 2.05(b) and the release to the Borrower of the related Pledged Timeshare Loans on the related Refinancing Date: (A) no adverse selection procedure shall have been used by the Borrower with respect to the Pledged Timeshare Loans that will remain subject to this Agreement after giving effect to the Refinancing (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving timeshare loans); (B) the representations and warranties contained in Section 4.01 are true and correct in all material respects, except to the extent a consent relating to an earlier date; (C) no Default or Event of Default has occurred and is otherwise required continuing;and (D) no Borrowing Base Deficiency exists. (iv) On the related Refinancing Date, the Paying Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, (A) the portion of the Aggregate Loan Principal Balance to permit the refinancing transaction under any ABL Facility Documentbe prepaid pursuant to Section 2.05(b), any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document(B) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, an amount equal to all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (accrued and unpaid Interest to the extent they are not already so boundreasonably determined by the Administrative Agent to be attributable to that portion of the Aggregate Loan Principal Balance to be paid in connection with the Refinancing and (C) all Liquidation Fees with respect to such prepayment and all Hedge Breakage Costs and any other amounts payable by the Borrower under or with respect to any Hedging Agreement arising from the release of Pledged Timeshare Loans pursuant to Section 2.15 in connection with such Refinancing payable to any Indemnified Party under this Agreement through the date of such prepayment. The amount paid pursuant to (1) clause (A) shall be applied on such Refinancing Date to the terms payment of this Agreement principal on the Aggregate Loan Principal Balance, (2) clause (B) shall be deposited in the Collection Account to be included in Available Funds for the next Distribution Date (or for such Distribution Date, if the Refinancing Date is also a Distribution Date) pursuant to Section 2.06 and (3) clause (C) shall be paid to the Persons to whom such amounts are owed on such Refinancing documents or agreements Date, in each case in accordance with the written directions from the Borrower to the Paying Agent. (including amendments or supplements b) The Borrower hereby agrees to this Agreement) as each Applicable Collateral pay the reasonable legal fees and expenses of the Administrative Agent, shall reasonably request the Managing Agents, the Custodian, the Backup Servicer, the Paying Agent and the Lenders in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at (including expenses incurred in connection with the request and sole expense release of the CompanyLien of the Administrative Agent, the Lenders and without any other party having such an interest in the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any Timeshare Loans in connection with such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing).

Refinancings. The ABL Obligations, the First-Lien Revolving Commitments and SISO Term Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them may be Refinancedrefinanced or replaced in full with any other credit agreement, loan agreement or other agreement or instrument evidencing or governing the terms of such refinancing or replacement indebtedness (each, a “Tranche A Refinancing”), in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Documentof, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all Tranche B Term Lender and without affecting the payment priorities provided for herein or the other provisions hereofof this Section 10.19; provided, however, that, to the extent such refinancing or replacement satisfies the conditions of Revolving Refinancing Debt or SISO Refinancing Debt save for the condition that it be incurred under this Agreement, (x) the holders Tranche B Term Lenders agree to be bound automatically to the terms of any such Refinancing indebtedness replacement or refinancing and (y) without prejudice to the foregoing clause (x), the Tranche B Term Lenders (or an authorized agent or trustee on their behalf) bind themselves in writing (agree to the extent they are not already so bound) to the terms of this Agreement pursuant to enter into such Refinancing documents or agreements (including amendments or supplements joinder agreements substantially similar to this Agreementthe 2021 Notes Lender Joinder Agreements) as each Applicable Collateral Agent, the Borrower shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense agent of the Companyrevolving lenders providing such refinancing or replacement such that the Tranche B Term Loans become tranche B term loans (or equivalent term) under such refinancing or replacement; provided, and without further, that the terms of the definitive documentation of such refinancing or replacement may not contain terms that would require the consent of any Representative, (a) the Tranche B Term Lenders pursuant to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior of Section 10.1 of this Agreement to the extent such Refinancing.terms were effected as an amendment to this Agreement. US-DOCS\123668313.8

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Any Series of Other First-Priority Lien Secured Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other FirstNon-Priority Lien Obligations ABL Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other FirstNon-Priority Lien Obligations ABL Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, Agent shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended by the ABL Facility Agent and the Intercreditor Agent (in their capacities as such) and the Borrower at the request and sole cost and expense of the CompanyBorrower, and without the consent of any RepresentativeRepresentative or Secured Party, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any FirstNon-Priority Lien ABL Obligations shall have the same rights and priorities in respect of any Notes Non-ABL Priority Collateral in relation to the ABL Obligations as the indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral in relation to the Non-ABL Obligations as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving RBL Facility Obligations, the First-Lien Note Obligations and Term Facility Obligations, any Series of Other First-Priority Lien Obligations, any Series of Other Second-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL RBL Facility Document, any First-Lien Revolving Term Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document or any applicable Other Second-Priority Lien Obligations Document) of any First-Lien Revolving Term Facility Secured Party, any ABL RBL Facility Secured Party, any Other First-Priority Lien Note Obligations Secured Party or any Other FirstSecond-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves requirements set forth in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Agent, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agenthave been satisfied. In connection with any Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness Indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes RBL Priority Collateral vis-à-vis the Second-Priority Lien Obligations as the indebtedness Indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness Indebtedness in respect of any ABL Second-Priority Lien Obligations shall have the same rights and priorities in respect of any ABL Term/Notes Priority Collateral vis-à-vis the First- Priority Lien Obligations as the indebtedness Indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligationsi. On any Business Day, the First-Borrower shall have the right to prepay all or a portion of the Aggregate Loan Principal Balance and request the Administrative Agent to release its security interest and Lien Revolving Facility Obligationson some or all of the Pledged Timeshare Loans in connection with a Refinancing, subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations Paying Agent, the Custodian and the agreements or indentures governing them may Servicer at least ten (10) Business Days’ prior written notice of its intent to effect a Refinancing and, at least three (3) Business Days prior to the closing of the Refinancing, shall provide the Administrative Agent, the Custodian and the Servicer with the related Refinancing Release together with a funds flow memorandum indicating sources and uses to the reasonable satisfaction of the Administrative Agent with respect to such Refinancing; (ii) Unless such Refinancing is to be Refinancedeffected on a Distribution Date (in which case the relevant calculations with respect to such Refinancing shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a Refinancing Date Certificate and an updated Monthly Loan Tape together with evidence reasonably satisfactory to the Administrative Agent that the conditions precedent set forth in each caseclauses (iii)(D) and (E) below will be satisfied. (iii) On the related Refinancing Date, without notice tothe following shall be true and correct and the Borrower shall be deemed to have certified that, or after giving effect to the consent Refinancing, the related prepayment of the Aggregate Loan Principal Balance pursuant to Section 2.05(b) and the release to the Borrower of the related Pledged Timeshare Loans on the related Refinancing Date: (a) no adverse selection procedure shall have been used by the Borrower with respect to the Pledged Timeshare Loans that will remain subject to this DB1/ 121185831.1121185831.9 55 Agreement after giving effect to the Refinancing (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving timeshare loans); (b) the representations and warranties contained in Section 4.01 are true and correct in all material respects, except to the extent a consent relating to an earlier date; (c) no Default or Event of Default has occurred and is otherwise required continuing; and (d) no Borrowing Base Deficiency exists. (iv) On the related Refinancing Date, the Paying Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, (A) the portion of the Aggregate Loan Principal Balance to permit the refinancing transaction under any ABL Facility Documentbe prepaid pursuant to Section 2.05(b), any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document(B) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, an amount equal to all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (accrued and unpaid Interest to the extent they are not already so boundreasonably determined by the Administrative Agent to be attributable to that portion of the Aggregate Loan Principal Balance to be paid in connection with the Refinancing and (C) all Liquidation Fees with respect to such prepayment and all Hedge Breakage Costs and any other amounts payable by the Borrower under or with respect to any Hedging Agreement arising from the release of Pledged Timeshare Loans pursuant to Section 2.15 in connection with such Refinancing payable to any Indemnified Party under this Agreement through the date of such prepayment. The amount paid pursuant to (1) clause (A) shall be applied on such Refinancing Date to the terms payment of this Agreement principal on the Aggregate Loan Principal Balance, (2) clause (B) shall be deposited in the Collection Account to be included in Available Funds for the next Distribution Date (or for such Distribution Date, if the Refinancing Date is also a Distribution Date) pursuant to Section 2.06 and (3) clause (C) shall be paid to the Persons to whom such amounts are owed on such Refinancing documents or agreements (including amendments or supplements Date, in each case in accordance with the written directions from the Borrower to this Agreement) as each Applicable Collateral the Paying Agent. ii. The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, shall reasonably request the Managing Agents, the Custodian, the Backup Servicer, the Paying Agent and the Lenders in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at (including expenses incurred in connection with the request and sole expense release of the CompanyLien of the Administrative Agent, the Lenders and without any other party having such an interest in the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any Timeshare Loans in connection with such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing).

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and under any Series of Other First-Priority Lien Obligations Senior Lender Documents and the agreements or indentures governing them Obligations under any Second Priority Documents may be RefinancedRefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Senior Lender Document or any applicable Other First-Second Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party Senior Lender or any Other First-Second Priority Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral the First Priority Designated Agent or the Second Priority Designated Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the First Priority Designated Agent or the Second Priority Designated Agent, as the case may be; provided that such Applicable Collateral Agentdocuments or agreements shall comply with Section 5.3(b). In connection with any Refinancing or replacement contemplated by this Section 2.105.8, written notice shall be sent to the First Lien Agents and the Second Priority Agents (provided, that the failure to provide such notice shall not affect the validity of such Refinancing, replacement or any amendment related thereto), this Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent of any RepresentativeFirst Lien Agent or any Senior Lender or any Second Priority Agent or any Second Priority Secured Party, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, Refinancing or replacement indebtedness and (b) to confirm establish that Liens on any Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Collateral as securing the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinancedor replaced, all on the terms provided for herein immediately prior to such RefinancingRefinancing or replacement.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Term Facility Obligations may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Term Facility Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Term Facility Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Revolving Collateral Agent or the Term Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the Revolving Collateral Agent or the Term Collateral Agent, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Term Facility First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Term Facility First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Revolving Facility First Lien Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement.

Refinancings. The ABL Obligations, the First-Lien Revolving RBL Facility Obligations, the First-Lien Note Obligations and Term Facility Obligations, any Series of Other First-Priority Lien Obligations, any Series of Other Second-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL RBL Facility Document, any First-Lien Revolving Term Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document or any applicable Other Second-Priority Lien Obligations Document) of any First-Lien Revolving Term Facility Secured Party, any ABL RBL Facility Secured Party, any Other First-Priority Lien Note Obligations Secured Party or any Other FirstSecond-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves requirements set forth in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Agent, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agenthave been satisfied. In connection with any Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness Indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes RBL Priority Collateral vis-à-vis the Second-Priority Lien Obligations as the indebtedness Indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness Indebtedness in respect of any ABL Second-Priority Lien Obligations shall have the same rights and priorities in respect of any ABL Term/Notes Priority Collateral vis-à-vis the First-Priority Lien Obligations as the indebtedness Indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Senior Secured Note Obligations and any Series of Other First-Priority Senior Secured Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case, without notice to, or the consent (except to the extent a notice or consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Senior Secured Note Document or any applicable Other First-Priority Senior Secured Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Senior Secured Note Secured Party or any Other First-Priority Senior Secured Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Collateral Agent, Agent shall reasonably request (but solely to the extent requested within a reasonable time period following receipt by such Applicable Collateral Agent of notice from the Company with respect to such Refinancing) and in form and substance reasonably acceptable to such Applicable Collateral AgentAgent (to the extent it shall have made such aforementioned request). In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Senior Secured Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations(a) Pursuant to Section 5.3(a) of the Intercreditor Agreement, the First-Lien Revolving Facility ObligationsABL Loan Documents may be amended, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations restated, supplemented, or otherwise modified in accordance with their terms and the agreements or indentures governing them ABL Obligations may be RefinancedRefinanced in accordance with the terms of the ABL Loan Documents, in each case, case without notice to, or the consent (except to of, the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document Collateral Agent or any applicable Other First-Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Partyother Notes Claimholders, all without affecting the priorities provided for herein lien subordination or the other provisions hereofof the Intercreditor Agreement; provided, however, that that, in the case of a Refinancing secured by any Collateral (as defined in the Intercreditor Agreement), the holders of any such Refinancing indebtedness debt (or an authorized agent or trustee representative on their behalf) bind themselves (in a writing (addressed to the extent they are not already so boundCollateral Agent for the benefit of itself and the other Notes Claimholders in a form reasonably acceptable to the Collateral Agent) to the terms of this Agreement pursuant to the Intercreditor Agreement; provided further, however, that any such amendment, restatement, supplement, modification, or Refinancing shall not result in a Notes Default under the Indenture; provided further, however, that, if such Refinancing documents or agreements debt is secured by a Lien on any Collateral (including amendments or supplements to this as defined in the Intercreditor Agreement) as each Applicable Collateral Agent, the holders of such Refinancing debt shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated be deemed bound by this Section 2.10, this Agreement may be amended at the request and sole expense terms of the CompanyIntercreditor Agreement regardless of whether or not such writing is provided. For the avoidance of doubt, and without the consent sale or other transfer of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect is not restricted by the Intercreditor Agreement but the provisions of any First-Priority Lien Obligations the Intercreditor Agreement shall have the same rights and priorities in respect be binding on all holders of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such RefinancingNotes Obligations.

Refinancings. The ABL Obligations, the First-Lien Revolving Commitments and SISO Term Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them may be Refinancedrefinanced or replaced in full with any other credit agreement, loan agreement or other agreement or instrument evidencing or governing the terms of such refinancing or replacement indebtedness (each, a “Tranche A Refinancing”), in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Documentof, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all Tranche B Term Lender and without affecting the payment priorities provided for herein or the other provisions hereofof this Section 10.19; provided, however, that, to the extent such refinancing or replacement satisfies the conditions of Revolving Refinancing Debt or SISO Refinancing Debt save for the condition that it be incurred under this Agreement, (x) the holders Tranche B Term Lenders agree to be bound automatically to the terms of any such Refinancing indebtedness replacement or refinancing and (y) without prejudice to the foregoing clause (x), the Tranche B Term Lenders (or an authorized agent or trustee on their behalf) bind themselves in writing (agree to the extent they are not already so bound) to the terms of this Agreement pursuant to enter into such Refinancing documents or agreements (including amendments or supplements joinder agreements substantially similar to this Agreementthe 2021 Notes Lender Joinder Agreements) as each Applicable Collateral Agent, the Borrower shall reasonably request and in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense agent of the Companyrevolving lenders providing such refinancing or replacement such that the Tranche B Term Loans become tranche B term loans (or equivalent term) under such refinancing or replacement; provided, and without further, that the terms of the definitive documentation of such refinancing or replacement may not contain terms that would require the consent of any Representative, (a) the Tranche B Term Lenders pursuant to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior of Section 10.1 of this Agreement to the extent such Refinancingterms were effected as an amendment to this Agreement.

Refinancings. The ABL Obligations(a) On any Business Day, the First-Borrower shall have the right to prepay all or a portion of the Aggregate Loan Principal Balance and request the Administrative Agent to release its security interest and Lien Revolving Facility Obligationson some or all of the Pledged Timeshare Loans in connection with a Refinancing, subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations Paying Agent, the Custodian and the agreements or indentures governing them may Servicer at least ten (10) Business Days’ prior written notice of its intent to effect a Refinancing and, at least three (3) Business Days prior to the closing of the Refinancing, shall provide the Administrative Agent, the Custodian and the Servicer with the related Refinancing Release together with a funds flow memorandum indicating sources and uses to the reasonable satisfaction of the Administrative Agent with respect to such Refinancing; (ii) Unless such Refinancing is to be Refinancedeffected on a Distribution Date (in which case the relevant calculations with respect to such Refinancing shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a Refinancing Date Certificate and an updated Monthly Loan Tape together with evidence reasonably satisfactory to the Administrative Agent that the conditions precedent set forth in each caseclauses (iii)(D) and (E) below will be satisfied. (iii) On the related Refinancing Date, without notice tothe following shall be true and correct and the Borrower shall be deemed to have certified that, or after giving effect to the consent Refinancing, the related prepayment of the Aggregate Loan Principal Balance and the release to the Borrower of the related Pledged Timeshare Loans on the related Refinancing Date: (A) no adverse selection procedure shall have been used by the Borrower with respect to the Pledged Timeshare Loans that will remain subject to this Agreement after giving effect to the Refinancing (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving timeshare loans); (B) the representations and warranties contained in Section 4.01 are true and correct in all material respects, except to the extent a consent relating to an earlier date; (C) no Default or Event of Default has occurred and is otherwise required continuing; and (D) no Borrowing Base Deficiency exists. (iv) On the related Refinancing Date, the Paying Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, (A) the portion of the Aggregate Loan Principal Balance to permit the refinancing transaction under any ABL Facility Documentbe prepaid, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document(B) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, an amount equal to all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (accrued and unpaid Interest to the extent they are not already so boundreasonably determined by the Administrative Agent to be attributable to that portion of the Aggregate Loan Principal Balance to be paid in connection with the Refinancing and (C) all Liquidation Fees with respect to such prepayment and all Hedge Breakage Costs and any other amounts payable by the Borrower under or with respect to any Hedging Agreement arising from the release of Pledged Timeshare Loans pursuant to Section 2.15 in connection with such Refinancing payable to any Indemnified Party under this Agreement through the date of such prepayment. The amount paid pursuant to (1) clause (A) shall be applied on such Refinancing Date to the terms payment of this Agreement principal on the Aggregate Loan Principal Balance, (2) clause (B) shall be deposited in the Collection Account to be included in Available Funds for the next Distribution Date (or for such Distribution Date, if the Refinancing Date is also a Distribution Date) pursuant to Section 2.06 and (3) clause (C) shall be paid to the Persons to whom such amounts are owed on such Refinancing documents or agreements Date, in each case in accordance with the written directions from the Borrower to the Paying Agent. (including amendments or supplements b) The Borrower hereby agrees to this Agreement) as each Applicable Collateral pay the reasonable legal fees and expenses of the Administrative Agent, shall reasonably request the Managing Agents, the Custodian, the Backup Servicer, the Paying Agent and the Lenders in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at (including expenses incurred in connection with the request and sole expense release of the CompanyLien of the Administrative Agent, the Lenders and without any other party having such an interest in the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any Timeshare Loans in connection with such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing).

Refinancings. The Each of the ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority the Parity Lien Obligations and the agreements or indentures governing them may be Refinanced, in whole or in part, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Parity Lien Obligations Document) of any First-Lien Revolving Facility Secured Partyof, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Parity Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.102.11, this Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Facility Document or any Parity Lien Document) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Parity Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Borrower that such modifications do not violate the ABL Facility Documents or the Parity Lien Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the Borrower has complied with its undertakings in any such document or this Agreement.

Refinancings. The Each of the ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other the First-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document) of any First-Lien Revolving Facility Secured Partyof, any ABL Facility Secured Party, Party or any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the CompanyU.S. Borrower, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Facility Document or any First-Priority Lien Obligations Document) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the U.S. Borrower that such modifications do not violate the ABL Facility Documents or the First-Priority Lien Obligations Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the U.S. Borrower has complied with its undertakings in any such document or this Agreement.

Refinancings. The ABL Obligations(a) On any Business Day, the First-Borrower shall have the right to prepay all or a portion of the Aggregate Loan Principal Balance and request the Administrative Agent to release its security interest and Lien Revolving Facility Obligationson some or all of the Pledged Timeshare Loans in connection with a Refinancing, subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations Paying Agent, the Custodian and the agreements or indentures governing them may Servicer at least ten (10) Business Days’ prior written notice of its intent to effect a Refinancing and, at least three (3) Business Days prior to the closing of the Refinancing, shall provide the Administrative Agent, the Custodian and the Servicer with the related Refinancing Release together with a funds flow memorandum indicating sources and uses to the reasonable satisfaction of the Administrative Agent with respect to such Refinancing; (ii) Unless such Refinancing is to be Refinancedeffected on a Distribution Date (in which case the relevant calculations with respect to such Refinancing shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a Refinancing Date Certificate and an updated Monthly Loan Tape together with evidence reasonably satisfactory to the Administrative Agent that the conditions precedent set forth in each caseclauses (iii)(D) and (E) below will be satisfied. (iii) On the related Refinancing Date, without notice tothe following shall be true and correct and the Borrower shall be deemed to have certified that, or after giving effect to the consent Refinancing, the related prepayment of the Aggregate Loan Principal Balance pursuant to Section 2.05(b) and the release to the Borrower of the related Pledged Timeshare Loans on the related Refinancing Date: (A) no adverse selection procedure shall have been used by the Borrower with respect to the Pledged Timeshare Loans that will remain subject to this Agreement after giving effect to the Refinancing (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving timeshare loans); (B) the representations and warranties contained in Section 4.01 are true and correct in all material respects, except to the extent a consent relating to an earlier date; (C) no Default or Event of Default has occurred and is otherwise required continuing; and (D) no Borrowing Base Deficiency exists. (iv) On the related Refinancing Date, the Paying Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, (A) the portion of the Aggregate Loan Principal Balance to permit the refinancing transaction under any ABL Facility Documentbe prepaid pursuant to Section 2.05(b), any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document(B) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Party, an amount equal to all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (accrued and unpaid Interest to the extent they are not already so boundreasonably determined by the Administrative Agent to be attributable to that portion of the Aggregate Loan Principal Balance to be paid in connection with the Refinancing and (C) all Liquidation Fees with respect to such prepayment and all Hedge Breakage Costs and any other amounts payable by the Borrower under or with respect to any Hedging Agreement arising from the release of Pledged Timeshare Loans pursuant to Section 2.15 in connection with such Refinancing payable to any Indemnified Party under this Agreement through the date of such prepayment. The amount paid pursuant to (1) clause (A) shall be applied on such Refinancing Date to the terms payment of this Agreement principal on the Aggregate Loan Principal Balance, (2) clause (B) shall be deposited in the Collection Account to be included in Available Funds for the next Distribution Date (or for such Distribution Date, if the Refinancing Date is also a Distribution Date) pursuant to Section 2.06 and (3) clause (C) shall be paid to the Persons 71 to whom such amounts are owed on such Refinancing documents or agreements Date, in each case in accordance with the written directions from the Borrower to the Paying Agent. (including amendments or supplements b) The Borrower hereby agrees to this Agreement) as each Applicable Collateral pay the reasonable and documented legal fees and expenses of the Administrative Agent, shall reasonably request the Managing Agents, the Custodian, the Backup Servicer, the Paying Agent and the Lenders in form and substance reasonably acceptable to such Applicable Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at (including expenses incurred in connection with the request and sole expense release of the CompanyLien of the Administrative Agent, the Lenders and without any other party having such an interest in the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any Timeshare Loans in connection with such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of any Notes Priority Collateral as the indebtedness being Refinanced and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing).

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Noteholder Obligations may be Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Noteholder Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such RefinancingRefinancing indebtedness, (b) to confirm establish that Liens on any Noteholder First Lien Collateral securing such Refinancing indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as the Liens on any Notes Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced Refinanced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Revolving Facility First Lien Collateral as securing the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them of any Series may be Refinanced, in whole or in part, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Secured Credit Document) of, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Document) Secured Party of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Secured Partyother Series, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, provided that the Authorized Representative of the holders of any such Refinancing indebtedness (or an authorized agent or trustee shall have executed a Joinder Agreement on their behalf) bind themselves in writing (to behalf of the extent they are not already so bound) to the terms holders of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) indebtedness. 17 SECTION 2.09. Possessory Collateral, Control Collateral and Controlling Authorized Representative as each Applicable Collateral Agent, shall reasonably request Gratuitous Bailee/Agent for Perfection. 17 ARTICLE III Existence and in form Amounts of Liens and substance reasonably acceptable to such Applicable Collateral AgentObligations 18 ARTICLE IV The Controlling Authorized Representative 19 SECTION 4.01. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request Appointment and sole expense of the Company, and without the consent of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any Authority. 19 SECTION 4.02. Rights as a First-Priority Lien Obligations Secured Party. The Person serving as the Controlling Authorized Representative hereunder shall have the same rights and priorities powers in respect its capacity as a First-Priority Secured Party under any Series of First-Priority Obligations that it holds as any Notes other First-Priority Collateral Secured Party of such Series and may exercise the same as though it were not the Controlling Authorized Representative and the term “First-Priority Secured Party” or “First-Priority Secured Parties” or (as applicable) “Credit Agreement Secured Party”, “Credit Agreement Secured Parties”, “Other First-Priority Secured Party” or “Other First-Priority Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the indebtedness being Refinanced Controlling Authorized Representative hereunder in its individual capacity. Such Person and (c) to establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral its Affiliates may accept deposits from, lend money to, act as the indebtedness being Refinanced, all on financial advisor or in any other advisory capacity for and generally engage in any kind of business with Parent or any Subsidiary of Parent or other Affiliate thereof as if such Person were not the terms provided for herein immediately prior Controlling Authorized Representative hereunder and without any duty to such Refinancing.account therefor to any other First-Priority Secured Party. 20 SECTION 4.03. Exculpatory Provisions. 20

Refinancings. The ABL Obligations, the First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them Noteholder Obligations may be Refinancedrefinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any applicable Other First-Priority Lien Obligations Noteholder Document) of any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any Other First-Priority Lien Obligations Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such Refinancing refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement (or, in the case of a partial refinancing or replacement of the Revolving Facility Obligations or the Noteholder Obligations that is intended to be secured junior in priority to the remaining Revolving Facility Obligations or the Noteholder Obligations, as the case may be, a new mutually acceptable intercreditor agreement governing the priority between the refinanced or replaced obligations and the applicable remaining obligations (a “Junior Intercreditor Agreement”)) pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable the Collateral Agent or the Noteholder Collateral Agent, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, or, if applicable, a Junior Intercreditor Agreement entered into, and without the consent of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Noteholder First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any First-Priority Lien Obligations shall have the same rights and priorities in respect of priority as, or if applicable junior priority to, the Liens on any Notes Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as, or if applicable junior priority to, the Liens on any ABL Priority Revolving Facility First Lien Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancingrefinancing or replacement. Prior to the Collateral Agent entering into a Junior Intercreditor Agreement it shall obtain the approval of Required Lenders under the Credit Agreement.