Common use of Refinancings Clause in Contracts

Refinancings. Each of the ABL Obligations and the LC Obligations and the agreements 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 Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any 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 Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent that such modifications do not violate the ABL 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. Each The Borrower or any Subsidiary Borrower may refinance all or any part of any Borrowing with a Borrowing of the ABL Obligations same Currency and of the LC Obligations and same Interest Rate Type (or of the agreements governing them may be Refinancedsame or different Interest Rate Type, in each the case without of Loans denominated in Dollars) made pursuant to Section 2.7 or pursuant to a notice tounder Section 2.3, or the consent (except as applicable, subject to the extent a consent is otherwise required to permit the Refinancing transaction under any ABL Document or any LC Obligations Documentconditions and limitations set forth herein and elsewhere in this Agreement, as in effect on the date hereof or as may be amended in accordance including refinancings of Competitive Borrowings with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the priorities provided for herein or the other provisions hereofRevolving Credit Borrowings and Revolving Credit 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 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 Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent that such modifications do not violate the ABL Documents or the LC Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent2.2(c); provided, however, that (a) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such determination will Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any Lenders described in clause (b) below, 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 such Lender out of amounts received pursuant to clause (a) above, (c) to 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 amounts shall not affect whether be deemed repaid in accordance with this Section 2.8 and, to the extent of such failure, the Borrower or not the Parent relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.12, and (d) to the Grantors have complied extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with their undertakings in any such document or this Agreement. In connection with Section 2.12 as a result of the delivery failure of a joinder Lender to pay the Administrative Agent any amounts due as set forth described in clause (c) above, the Parent portion of any refinanced Loan deemed not repaid shall deliver an officerbe deemed to be outstanding solely to the Lender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence portion of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinsuch Loan.

Refinancings. Each of the ABL The Priority Lien Obligations and the LC Second Lien Obligations and the agreements governing them may be RefinancedReplaced, by any Priority Substitute Credit Facility or Second Lien Substitute Facility, as the case may be, 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 of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, howeverthat (i) the Priority Lien Agent, and the Second Lien Collateral Agent shall receive on or prior to incurrence of a Priority Substitute Credit Facility or Second Lien Substitute Facility (A) an Officer’s Certificate from Xxxxxxxx stating that (I) the incurrence thereof is permitted by each applicable Secured Debt Document to be incurred and (II) the requirements of Section 4.06 have been satisfied, and (B) a Priority Confirmation Joinder from the holders or lenders of any such Refinancing indebtedness that Replaces the Priority Lien Obligations or the Second Lien Obligations (or an authorized agent agent, trustee or trustee other representative on their behalf), (ii) bind themselves the aggregate outstanding principal amount of the Priority Lien Obligations under the Priority Credit Agreement, after giving effect to such Priority Substitute Credit Facility, shall not exceed the Priority Lien Cap and (iii) on or before the date of such incurrence, such Priority Substitute Credit Facility or Second Lien Substitute Facility is designated by Xxxxxxxx, in writing (an Officer’s Certificate delivered to the extent they are not already so bound) Priority Lien Agent and the Second Lien Collateral Agent, as “Priority Lien Debt” or “Second Lien Debt”, as applicable, for the purposes of the Secured Debt Documents and this Agreement; provided that no Series of Secured Debt may be designated as more than one of Priority Lien Debt or Second Lien Debt. Each of the then-exiting Priority Lien Agent and the Second Lien Collateral Agent shall be authorized to the terms of this Agreement pursuant to a joinder in the form of Exhibit A hereto, execute and deliver such other Refinancing documents or and agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agentsuch holders, shall lenders, agent, trustee or other representative may reasonably request to give effect to any such Replacement, it being understood that the Priority Lien Agent and the Second Lien Collateral Agent or (if permitted by the terms of the applicable Secured Debt Documents) the Grantors, without the consent of any other Secured Party or (in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10the case of the Grantors) one or more Secured Debt Representatives, may amend, supplement, modify or restate this Agreement may be amended to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the request and sole expense of the Parent, Grantors. Upon the consummation of such Replacement or incurrence and without the consent (except to execution and delivery of the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, documents and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth agreements contemplated in the proviso of the immediately preceding sentence) , the holders or lenders of any Representative, (a) to add parties (or such indebtedness and any authorized agent agent, trustee or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 other representative thereof shall be entitled to rely on the determination benefits of officers of the Parent that such modifications do not violate the ABL 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. Each of the ABL The Revolving Facility Obligations and the LC Noteholder Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Revolving Facility Document or any LC Obligations Noteholder Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Revolving Facility Secured Party or any LC 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 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 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to confirm 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 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 ABL Documents refinancing 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 hereinreplacement.

Refinancings. Each The Borrower or any Subsidiary Borrower may refinance all or any part of any Borrowing with a Borrowing of the ABL Obligations same Currency and of the LC Obligations and same Interest Rate Type (or of the agreements governing them may be Refinancedsame or different Interest Rate Type, in each the case without of Loans denominated in Dollars) made pursuant to Section 2.7 or pursuant to a notice tounder Section 2.3, or the consent (except as applicable, subject to the extent a consent is otherwise required to permit the Refinancing transaction under any ABL Document or any LC Obligations Documentconditions and limitations set forth herein and elsewhere in this Agreement, as in effect on the date hereof or as may be amended in accordance including refinancings of Competitive Borrowings with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the priorities provided for herein or the other provisions hereofRevolving Credit Borrowings and Revolving Credit 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, a Borrowing (other than a Competitive Borrowing) or trustee on their behalf) bind themselves portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced 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 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 Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent that such modifications do not violate the ABL Documents or the LC Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent2.2(c); provided, however, that (a) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such determination will Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any Lenders described in clause (b) below, 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 such Lender out of amounts received pursuant to clause (a) above, and (c) to 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 amounts shall not affect whether be deemed repaid in accordance with this Section 2.08 and, to the extent of such failure, the Borrower or not the Parent relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.12; and (d) to the Grantors have complied extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with their undertakings in any such document or this Agreement. In connection with Section 2.12 as a result of the delivery failure of a joinder Lender to pay the Administrative Agent any amounts due as set forth described in clause (c) above, the Parent portion of any refinanced Loan deemed not repaid shall deliver an officerbe deemed to be outstanding solely to the Lender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (a) above to the full extent of such Lender’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence portion of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinsuch Loan.

Refinancings. Each The RBL Facility Obligations, the Notes Facility Obligations, any Series of the ABL Obligations and the LC 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 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 RBL Facility Document, any Notes Facility Document, any applicable Other First-Priority Lien Obligations Document or any LC applicable Other Second-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any Notes Facility Secured Party, any ABL RBL Facility Secured Party, any Other First-Priority Lien Obligations Secured Party or any LC Other Second-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 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, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 Indebtedness in respect of any LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC Common Collateral vis-a-vis the Second-Priority Collateral Lien Obligations as the indebtedness Indebtedness being Refinanced and (c) to 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. 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 ABL 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. Each of the ABL The Obligations and the LC Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document) of any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC 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 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 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 Senior 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 ParentIssuer (subject to the immediately preceding sentence), and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Note Priority Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to confirm 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 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 ABL Documents refinancing 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 hereinreplacement.

Refinancings. Each of the ABL Obligations and the LC 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 refinancing transaction under any ABL Facility Document or any LC First-Priority Lien Obligations Document), as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Facility Secured Party or any LC 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 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 ParentCompany, 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 LC First-Priority Lien 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 LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC Notes Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent Company that such modifications do not violate the ABL Facility Documents or the LC 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 Parent and the Grantors have Company has complied with their its 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. Each Any of the ABL Senior Obligations and the LC Subordinated 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 Senior Loan Document or any LC Obligations Subordinated Loan Document) of any Secured Party (as defined in the Senior NIA or the Subordinated Credit Agreement, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Partyapplicable), 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Subordination Agreement) as each Applicable Original Senior Collateral Agent or Original Subordinated Agent, as applicable, shall reasonably request and in form and substance reasonably acceptable to such Applicable Original Senior Collateral 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 ParentBorrower, and without the consent of any Secured Party (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 as defined in the proviso of Senior NIA or the immediately preceding sentence) of any RepresentativeSubordinated 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 LC Senior Obligations shall have the same rights and priorities in respect of any LC 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 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. 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 ABL 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. Each The RBL Facility Obligations, the Term Facility Obligations, the Senior Secured Notes Obligations, any Series of the ABL Obligations and the LC 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 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 RBL Facility Document, any Term Facility Document, any Senior Secured Notes Document, any applicable Other First-Priority Lien Obligations Document or any LC applicable Other Second-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any Term Facility Secured Party, any ABL RBL Facility Secured Party, any Senior Secured Notes Secured Party, any Other First-Priority Lien Obligations Secured Party or any LC Other Second-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 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, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 Indebtedness in respect of any LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC RBL Priority Collateral as the indebtedness Indebtedness being Refinanced and (c) to 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 as the indebtedness 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 ABL 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. Each of the ABL Obligations The First Lien Credit Facility and the LC Obligations and the agreements governing them Second Lien Notes may be Refinancedreplaced, refunded or refinanced, in each case whole 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 of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC 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 the liens securing the First Lien Obligations are subordinated or are pari passu with such DIP Financing. The Second Lien Claimholders agree that they are shall 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 Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 provide any DIP Financing unless the determination of officers of the Parent that First Lien Claimholders have elected not to provide such modifications do not violate the ABL 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 hereinDIP Financing.

Refinancings. Each of the ABL Notes Obligations and the LC Obligations and the agreements 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 Notes Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Notes Secured Party or any 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 Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Notes Obligations shall have the same rights and priorities in respect of any ABL Notes 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 ABL 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. Each of the Any ABL Obligations and the LC Noteholder Obligations and the agreements governing them may be Refinancedrefinanced or replaced (either immediately or after the passage of time), 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 Document or any LC Obligations Noteholder Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Secured Party or any LC 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 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 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced and (c) to confirm 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 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 ABL Documents refinancing 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 hereinreplacement.

Refinancings. Each of the ABL The Priority Lien Obligations and the LC Second Lien Obligations and the agreements governing them may be RefinancedReplaced, by any Priority Substitute Credit Facility or Second Lien Substitute Facility, as the case may be, 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 of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, howeverthat (a) the Priority Lien Agent and the Second Lien Agent shall receive on or prior to incurrence of a Priority Substitute Credit Facility or Second Lien Substitute Facility (i) an Officers’ Certificate from the Borrower stating that (A) the incurrence thereof is permitted by each applicable Secured Debt Document to be incurred and (B) the requirements of Section 4.06 have been satisfied, that and (ii) a Priority Confirmation Joinder from the holders or lenders of any such Refinancing indebtedness that Replaces the Priority Lien Obligations or the Second Lien Obligations (or an authorized agent agent, trustee or trustee other representative on their behalf) bind themselves and (b) on or before the date of such incurrence, such Priority Substitute Credit Facility or Second Lien Substitute Facility is designated by the Borrower, in writing (an Officers’ Certificate delivered to the extent they are not already so bound) Priority Lien Agent and the Second Lien Agent, as “Priority Lien Debt” or “Second Lien Debt”, as applicable, for the purposes of the Secured Debt Documents and this Agreement; provided that no Series of Secured Debt may be designated as more than one of Priority Lien Debt or Second Lien Debt. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of this Agreement pursuant each applicable Secured Debt Document. Each of the then-exiting Priority Lien Agent and the Second Lien Agent shall be authorized to a joinder in the form of Exhibit A hereto, execute and deliver such other Refinancing documents or and agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agentsuch holders, shall lenders, agent, trustee or other representative may reasonably request to give effect to any such Replacement, it being understood that the Priority Lien Agent and the Second Lien Agent or (if permitted by the terms of the applicable Secured Debt Documents) the Grantors, without the consent of any other Secured Party or (in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10the case of the Grantors) one or more Secured Debt Representatives, may amend, supplement, modify or restate this Agreement may be amended to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the request and sole expense of the Parent, Grantors. Upon the consummation of such Replacement or incurrence and without the consent (except to execution and delivery of the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, documents and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth agreements contemplated in the proviso of the immediately preceding sentence) , the holders or lenders of any Representative, (a) to add parties (or such indebtedness and any authorized agent agent, trustee or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 other representative thereof shall be entitled to rely on the determination benefits of officers of the Parent that such modifications do not violate the ABL 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. Each The Borrower may refinance all or any part of any Borrowing with a Borrowing of the ABL Obligations and the LC Obligations and the agreements governing them may be Refinancedsame or a different Interest Rate Type made pursuant to Section 2.4 or pursuant to a notice under Section 2.5, in each case without notice to, or the consent (except subject to the extent conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Revolving Credit Borrowings and Revolving Credit Borrowings with Competitive Borrowings; PROVIDED, HOWEVER, that at any time after the occurrence, and during the continuation, of a consent is otherwise required Default or an Event of Default, a Revolving Credit Borrowing or portion thereof may only be refinanced with an ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed to permit the Refinancing transaction under any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended repaid in accordance with Section 2.8 with the terms hereof) ofproceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, any ABL Secured Party or any 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 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 pursuant to a joinder in the form of Exhibit A heretoSection 2.2(c); PROVIDED, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral AgentHOWEVER, 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 Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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, 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 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced amounts received pursuant to clause (a) above, and (c) to confirm 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 Section 2.6 and, to the extent of such failure, the Borrower shall pay such amount to the Administrative Agent as required by Section 2.10; and (d) to the extent the Borrower fails to pay to the Administrative Agent any ABL Obligations shall have the same rights and priorities amounts due in respect of any ABL Priority Collateral accordance with Section 2.10 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 a result of the Parent that such modifications do not violate the ABL 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 failure of a joinder Lender to pay the Administrative Agent any amounts due as set forth described in clause (c) above, the Parent portion of any refinanced Loan deemed not repaid shall deliver an officer’s certificate be deemed to each Collateral be outstanding solely to the Lender which has failed to pay the Administrative Agent certifying that amounts due from it pursuant to clause (a) above to the Refinancing, including the incurrence full extent of indebtedness and the incurrence such Lender's portion of liens in respect thereof, qualifies as a Refinancing as defined hereinsuch Loan.

Refinancings. Each of the ABL The Revolving Facility Obligations and the LC Noteholder Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Revolving Facility Document or any LC Obligations Noteholder Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Revolving Facility Secured Party or any LC 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 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 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to confirm 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 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 ABL Documents refinancing 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 hereinreplacement.

Refinancings. Each of The ABL Obligations, the ABL First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and the LC any Series of Other 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 LC applicable Other First-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any LC 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 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC Notes Priority Collateral as the indebtedness being Refinanced and (c) to confirm 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 ABL 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. Each of the ABL The Credit Facility Obligations and the LC Noteholder Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Credit Facility Document or any LC Obligations Noteholder Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Credit Facility Secured Party or any LC 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 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 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Noteholder Collateral as securing the indebtedness being Refinanced refinanced or replaced and (c) to confirm 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. Any such additional party and each Applicable Senior Collateral Agent shall be entitled Notwithstanding anything to rely on the determination of officers of contrary expressed or implied in this Agreement, in the Parent that such modifications do not violate event the ABL Documents Credit Facility Obligations are refinanced or replaced, then 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 Credit Facility Obligations will not affect whether be deemed to have been paid or satisfied, commitments to extend Credit Facility Obligations will be not the Parent be deemed to be terminated and the Grantors Credit Facility Liens will not be deemed to 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 hereinbeen released.

Refinancings. Each of the ABL Obligations and the LC First‑Priority Lien Obligations and the agreements 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 or any LC First-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Facility Secured Party or any LC 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 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 ParentU.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 LC First-Priority Lien 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 LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC Term Loan Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent U.S. Borrower that such modifications do not violate the ABL Facility Documents or the LC 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 Parent and the Grantors have U.S. Borrower has complied with their its 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. Each (a) So long as no Lease Event of Default shall have occurred and be continuing, upon the written request of the ABL Obligations Authority delivered at least thirty (30) days prior to the date specified in such request for the refinancing, the Owner Participant, the Holders and the LC Obligations Trust agree, at the sole cost and expense of the agreements governing them may be RefinancedAuthority (whether or not such refinancing is consummated), to cooperate with the Authority promptly and in each case without notice to, good faith to negotiate with a view toward causing a refinancing or refinancings of the consent (except obligations represented by all of the Loan Certificates then outstanding under the Loan Agreement with funds made available for such purpose solely through Dollar-denominated debt loans to the extent a consent is otherwise required Trust in the private market (with lenders unrelated to permit any Lessee Person), the Refinancing transaction under proceeds of which the Trust shall pay to the Holders to pay in full the aggregate principal amount of the Loan Certificates outstanding and accrued interest thereon and to cause adjustments to be made, so as to reflect any ABL Document or any LC Obligations Documentsuch refinancing, as in effect on the date hereof or as may be amended in accordance with the terms hereofprovisions of Section 3(d) ofof the Lease, any ABL Secured Party or any LC Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, it being understood that the holders of any such Refinancing indebtedness refinancings may be made at any time but on no more than two occasions (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 excluding any refinancing made 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 Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent that such modifications do not violate the ABL Documents or the LC Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent20(n)); provided, however, that such determination refinancing will not affect whether directly or indirectly constitute any non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code; provided further, however, that the Owner Participant shall not be required to effect any such refinancing unless the Parent terms and conditions of the refinancing will not be any less favorable taken as a whole to the Owner Participant than the terms and conditions of the Loan Certificates being refinanced and the Grantors other conditions set forth in this Section 19 shall have complied with their undertakings been satisfied; provided further, however, that the Owner Participant shall in any event have the right to consent to any such document or this Agreement. In connection with refinancing, which consent the delivery of a joinder as set forth aboveOwner Participant may withhold in the Owner Participant’s sole, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying good faith discretion; except that the RefinancingOwner Participant shall not have such consent right, including if and to the incurrence extent King & Spalding LLP, or such other counsel selected by the Owner Participant and reasonably acceptable to the Authority, delivers, at the cost and expense of indebtedness the Authority, an opinion to the Owner Participant (which opinion the Owner Participant agrees to timely request at the time of such refinancing) that such refinancing and any actions in connection therewith (including, without limitation, any rent adjustment or payment of costs in connection therewith) does not result in (i) the incurrence payment of liens in respect thereofcontingent rent within the meaning of the Regulations under Section 467 of the Code, qualifies as (ii) a Refinancing as defined hereinsubstantial modification of the Lease within the meaning of such Regulations or (iii) any other adverse tax consequences, together with such other opinions reasonably requested by the Owner Participant.

Refinancings. Each of the ABL Obligations and the LC Parity 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 or any LC Obligations Parity Lien Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Facility Secured Party or any LC Parity 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 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 2.102.11, this Agreement may be amended at the request and sole expense of the ParentBorrower, 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 LC Obligations Parity Lien 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 LC Parity Lien Obligations shall have the same rights and priorities in respect of any LC Notes Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent Borrower that such modifications do not violate the ABL Facility Documents or the LC 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 Parent and the Grantors have Borrower has complied with their its 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. Each Any Series of the ABL Obligations and the LC Secured 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 or any LC Obligations Non-ABL Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Facility Secured Party or any LC Non-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 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 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Non-ABL Obligations shall have the same rights and priorities in respect of any LC Non-ABL Priority Collateral in relation to the ABL Obligations as the indebtedness being Refinanced and (c) to 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. 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 ABL 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. Each Any Series of the ABL Obligations and the LC Secured 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 or any LC Obligations Non-ABL Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Facility Secured Party or any LC Non-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 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, 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 ParentBorrower, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Non-ABL Obligations shall have the same rights and priorities in respect of any LC Non-ABL Priority Collateral in relation to the ABL Obligations as the indebtedness being Refinanced and (c) to 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. 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 ABL 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. Each of The Priority Lien Obligations, the ABL Parity Lien Obligations and the LC Junior Lien Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 or replacement transaction under any ABL Priority Lien Document, any Parity Lien Document or any LC Obligations Junior Lien Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any Priority Lien Secured Party, any ABL Parity Lien Secured Party or any LC Junior Lien Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, hereof (it is understood that the holders foregoing shall in no way be interpreted to limit the ability of any such Refinancing indebtedness Grantor to undertake any refinancing or replacement transaction otherwise permitted by the Priority Lien Documents, the Parity Lien Documents and Junior Lien Documents). Without limiting the application or effectiveness of Section 5.06, (x) each of the Parity Lien Collateral Trustee and the Junior Lien Collateral Trustee hereby agrees that at the request of the Company in connection with refinancing or replacement of Priority Lien Obligations (“Replacement Priority Lien Obligations”) it will promptly enter into 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 agreement in form and substance reasonably acceptable to such Applicable Senior the Parity Lien Collateral Agent. In connection Trustee and the Junior Lien Collateral Trustee with any Refinancing contemplated by this Section 2.10, the agent for the Replacement Priority Lien Obligations containing terms and conditions substantially similar to the terms and conditions of this Agreement may be amended and (y) each Priority Lien Agent and the Junior Lien Collateral Trustee hereby agrees that at the request and sole expense of the Parent, Company in connection with refinancing or replacement of Parity Lien Obligations (“Replacement Parity Lien Obligations”) it will promptly enter into an agreement in form and without substance reasonably acceptable to each Priority Lien Agent and the consent (except Junior Lien Collateral Trustee with the agent for the Replacement Parity Lien Obligations containing terms and conditions substantially similar to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, terms and other than the consent conditions 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent that such modifications do not violate the ABL 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. Each of the The ABL Obligations and the LC Term Loan Obligations and the agreements 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 transaction under any ABL Document or any LC Obligations Term Loan Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Secured Party or any LC 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 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 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Term Loan First Lien Collateral as securing the indebtedness being Refinanced Refinanced, and (c) to confirm 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. 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 ABL 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. Each of the ABL The Obligations and the LC Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Document, First Lien Document, Second Lien Document or Subordinated Lien Document) of any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC 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 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 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 ParentIssuer (subject to the immediately preceding sentence), and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Note Priority Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to confirm 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 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 ABL Documents refinancing 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 hereinreplacement.

Refinancings. Each of the ABL The Revolving Facility Obligations and the LC Term Debt Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Revolving Facility Document or any LC Obligations Term Debt Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Revolving Facility Secured Party or any LC 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 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 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Term Debt First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to confirm 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 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 ABL Documents refinancing 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 hereinreplacement.

Refinancings. Each The RBL Facility Obligations, the Term Facility Obligations, any Series of the ABL Obligations and the LC 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 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 RBL Facility Document, any Term Facility Document, any applicable Other First-Priority Lien Obligations Document or any LC applicable Other Second-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any Term Facility Secured Party, any ABL RBL Facility Secured Party, any Other First-Priority Lien Obligations Secured Party or any LC Other Second-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 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, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 Indebtedness in respect of any LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC RBL Priority Collateral vis-à-vis the Second-Priority Lien Obligations as the indebtedness Indebtedness being Refinanced and (c) to 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. 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 ABL 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. Each of the ABL (a) The Priority Lien Obligations and the LC Obligations and the agreements governing them may be Refinanced, in each case Replaced by any Priority Refinancing Credit Facility without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, howeverthat (i) the Second Lien Agent shall receive on or prior to incurrence of a Priority Refinancing Credit Facility (A) an Officers’ Certificate from the Company stating and certifying that (I) the incurrence thereof and the related Liens are permitted to be incurred by each applicable Secured Debt Document, that (II) the requirements of Section 4.06 have been satisfied, and (III) such Priority Refinancing Credit Facility constitutes “Priority Lien Debt” for the purposes of the Secured Debt Documents and this Agreement, (B) a Priority Confirmation Joinder from an authorized agent, trustee or other representative of the holders or lenders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (Indebtedness that Replaces the Priority Lien Obligations and, to the extent they are not already so bound) necessary or appropriate to the terms of this Agreement pursuant to facilitate such transaction, a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof and (C) as evidence that the Company has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each Applicable Senior appropriate governmental office all relevant filings and recordations deemed necessary by the Company and the holder of such Replacement, or its Secured Debt Representative, to ensure that such Replacement is secured by the Collateral Agentin accordance with the applicable Security Documents (provided that such filings and recordings may be authorized, executed and recorded following any incurrence on a post-closing basis if permitted by the applicable Secured Debt Representative), and (ii) the aggregate outstanding principal amount of the Priority Lien Obligations, after giving effect to such Priority Refinancing Credit Facility, 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 not exceed the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent that such modifications do not violate the ABL 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 hereinLien Cap.

Refinancings. Each of the ABL The Revolving Facility Obligations and the LC Term Facility Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Revolving Facility Document or any LC Obligations Term Facility Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Revolving Facility Secured Party or any LC 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 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 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Term Facility First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced and (c) to confirm 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 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 ABL Documents refinancing 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 hereinreplacement.

Refinancings. Each of the ABL Obligations and the LC 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 or any LC First-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Facility Secured Party or any LC 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 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 ParentU.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 LC First-Priority Lien 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 LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC Notes Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent U.S. Borrower that such modifications do not violate the ABL Facility Documents or the LC 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 Parent and the Grantors have U.S. Borrower has complied with their its 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. Each Any of the ABL Senior Obligations and the LC Subordinated 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 Senior Loan Document or any LC Obligations Subordinated Loan Document) of any Secured Party (as defined in the Senior NIA, the Second Lien NIA or the Third Lien Credit Agreement, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Partyapplicable), 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Subordination Agreement) as each Applicable Original Senior Collateral 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 Original Senior Collateral 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 ParentBorrower, and without the consent of any Secured Party (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 as defined in the proviso of Senior NIA, the immediately preceding sentence) of any RepresentativeSecond 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 LC Senior Obligations shall have the same rights and priorities in respect of any LC 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 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. Any 7. Payments Received by any Subordinated Lender. Except as permitted in Section 4 hereof, if at any time prior to the date upon which the Discharge of Senior Indebtedness shall have occurred, any Subordinated Agent or any Subordinated Lender receives (i) any Collateral or proceeds of any Collateral or (ii) any payment or distribution on account of the Subordinated Obligations, such additional party and each Applicable Senior Collateral Subordinated Agent or such Subordinated Lender shall be entitled deemed to rely on receive and hold the determination of officers same in trust as trustee for the benefit of the Parent that such modifications do not violate the ABL 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 Secured Parties (as defined herein.in the Senior NIA) and shall forthwith deliver (and with any cost

Refinancings. Each The First Lien Obligations of the ABL Obligations and the LC Obligations and the agreements governing them any Series may be Refinanced, in whole or in part, in each case to the extent not prohibited by the provisions of the Loan Agreement and the FLSO Loan Documents, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing refinancing transaction under any ABL Document or Secured Credit Document) of any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL First Lien Secured Party or of any LC Secured Partyother Series, all without affecting the priorities provided for herein or the other provisions hereof; providedprovided that (i) no such Refinancing shall cause (x) the aggregate amount of outstanding First Lien Obligations to exceed the Cap Amount or (y) the aggregate amount of the outstanding Loan Agreement Obligations to exceed the Loan Agreement Cap Amount, however, that (ii) the Authorized Representative and Collateral Agent under such Refinancing Agreement shall have executed a Joinder Agreement on behalf of the holders of any such Refinancing indebtedness (or with such changes as may be reasonably approved by each Collateral Agent and each Authorized Representative) and delivered such Joinder Agreement to each Authorized Representative and each Collateral Agent, (iii) the Authority shall have delivered to each Collateral Agent (x) true and complete copies of such Refinancing Agreement and security documents relating to such Refinancing Agreement, certified as being true and correct by an authorized agent officer of the Authority and (y) a certificate of an authorized officer describing the obligations to be designated as First Lien Obligations and the initial aggregate principal amount or trustee face amount thereof and certifying that such obligations are permitted to be incurred and secured on their behalfa pari passu basis with the First Lien Obligations by the terms of each Secured Debt Agreement and specifying if such Refinancing Agreement shall be a Replacement Loan Agreement, (iv) bind themselves the Secured Credit Documents relating to such Refinancing Agreement shall provide that each holder of such Refinancing indebtedness will be subject to and bound by the provisions of this Agreement in writing its capacity as a holder of such Refinancing indebtedness and (to v) following any such Refinancing, no more than three Collateral Agents shall be a party hereto. Upon the extent they are not already so bound) execution and delivery of a Joinder Agreement by the additional Authorized Representative and additional Collateral Agent in accordance with this Section 2.08, each other Authorized Representative and Collateral Agent shall acknowledge such execution and delivery thereof, subject to the terms of this Agreement pursuant to a joinder in the form of Exhibit A heretoSection 2.08, and such other Refinancing documents or agreements (including amendments or supplements provided, further, that no Secured Credit Document entered into with respect to any Series of First Lien Obligations added to this Agreement) as each Applicable Senior Collateral Agent, Agreement after the date hereof shall reasonably request and in form and substance reasonably acceptable limit the ability to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Refinance the Loan Agreement may be amended at Obligations under the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and Existing Loan Agreement other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent any limitations as expressly 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent that such modifications do not violate the ABL 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 hereinSection 2.08.

Refinancings. Each of the ABL The Revolving Facility Obligations and the LC Noteholder Obligations and the agreements 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 transaction under any ABL Revolving Facility Document or any LC Obligations Noteholder Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Revolving Facility Secured Party or any LC 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 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 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced Refinanced, and (c) to confirm 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. 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 ABL 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. Each The First-Priority Obligations of the ABL Obligations and the LC Obligations and the agreements governing them any Series 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 Document or any LC Obligations Secured Credit Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL First-Priority Secured Party or of any LC 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 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 behalf of the Parent, and without the consent (except to the extent a consent is otherwise required to permit holders of such Refinancing transaction under any ABL Document or any LC indebtedness. 17 SECTION 2.09. Possessory Collateral, Control Collateral and Controlling Authorized Representative as Gratuitous Bailee/Agent for Perfection. 17 ARTICLE III Existence and Amounts of Liens and Obligations Document, 18 ARTICLE IV The Controlling Authorized Representative 19 SECTION 4.01. Appointment and other than Authority. 19 SECTION 4.02. Rights as a First-Priority Secured Party. The Person serving as 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 LC Obligations 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 LC 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 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 its Affiliates may accept deposits from, lend money to, act as the indebtedness being Refinanced, all on the terms provided financial advisor or in any other advisory capacity 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 generally engage in any kind of officers business with Parent or any Subsidiary of the Parent that such modifications do not violate the ABL Documents or the LC Documents other Affiliate thereof as 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 Person were not the Parent Controlling Authorized Representative hereunder and the Grantors have complied with their undertakings in without any such document or this Agreementduty to account therefor to any other First-Priority Secured Party. 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.20 SECTION 4.03. Exculpatory Provisions. 20

Refinancings. Each of the ABL The First-Priority Lien Obligations and the LC Second-Priority Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Document Senior Credit Agreement or any LC Obligations Second-Priority Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Secured Party Senior Lender or any LC Second-Priority 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 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 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 Senior 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 ParentCompany, and without the consent (except to of the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document Intercreditor Agent or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Second-Priority 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, 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 LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Common Collateral as securing the indebtedness being Refinanced and (c) to 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 Refinancedrefinanced or replaced, 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 ABL Documents refinancing 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 hereinreplacement.

Refinancings. Each of the ABL The Revolving Facility Obligations and the LC Noteholder Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 Revolving Facility Document or any LC Obligations Noteholder Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Revolving Facility Secured Party or any LC 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 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 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 Senior 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 ParentCompany, or, if applicable, a Junior Intercreditor Agreement entered into, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 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 LC Obligations shall have the same rights and priorities in respect of priority as, or if applicable junior priority to, the Liens on any LC Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to confirm 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. Any such additional party and each Applicable Senior Prior to the Collateral Agent entering into a Junior Intercreditor Agreement it shall be entitled to rely on obtain the determination approval of officers of Required Lenders under the Parent that such modifications do not violate the ABL 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 Credit 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. Each The RBL Facility Obligations, the Term Facility Obligations, any Series of the ABL Obligations and the LC 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 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 RBL Facility Document, any Term Facility Document, any applicable Other First-Priority Lien Obligations Document or any LC applicable Other Second-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any Term Facility Secured Party, any ABL RBL Facility Secured Party, any Other First-Priority Lien Obligations Secured Party or any LC Other Second-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 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, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 Indebtedness in respect of any LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC Common Collateral vis-a-vis the Second-Priority Collateral Lien Obligations as the indebtedness Indebtedness being Refinanced and (c) to 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. 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 ABL 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. Each The RBL Facility Obligations, the Term Facility Obligations, any Series of the ABL Obligations and the LC 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 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 RBL Facility Document, any Term Facility Document, any applicable Other First-Priority Lien Obligations Document or any LC applicable Other Second-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any Term Facility Secured Party, any ABL RBL Facility Secured Party, any Other First-Priority Lien Obligations Secured Party or any LC Other Second-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 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, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 Indebtedness in respect of any LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC RBL Priority Collateral vis-à-vis the Second-Priority Lien Obligations as the indebtedness Indebtedness being Refinanced and (c) to 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. 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 ABL 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. Each of The ABL Obligations, the ABL Senior Secured Note Obligations and the LC any Series of Other Senior Secured 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 notice or consent is otherwise required to permit the Refinancing refinancing transaction under any ABL Facility Document, any Senior Secured Note Document or any LC applicable Other Senior Secured Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any ABL Facility Secured Party, any ABL Senior Secured Note Secured Party or any LC Other 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 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, 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 Senior 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 ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Senior Secured Lien Obligations shall have the same rights and priorities in respect of any LC Notes Priority Collateral as the indebtedness being Refinanced and (c) to confirm 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 ABL 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. Each (a) Pursuant to Section 5.3(a) of the Intercreditor Agreement, the ABL Loan Documents may be amended, restated, supplemented, or otherwise modified in accordance with their terms and the ABL Obligations may be Refinanced in accordance with the terms of the ABL Obligations and the LC Obligations and the agreements governing them may be RefinancedLoan Documents, in each 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 Document Collateral Agent or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Intercreditor 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 Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL 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 LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to 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 Parent that such modifications do not violate the ABL 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; providedfurther, however, that any such determination will amendment, restatement, supplement, modification, or Refinancing shall not affect result in a Notes Default under the Indenture; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral (as defined in the Intercreditor Agreement) the holders of such Refinancing debt shall be deemed bound by the terms of the Intercreditor Agreement regardless of whether or not such writing is provided. For the Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery avoidance of a joinder as set forth abovedoubt, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence sale or other transfer of indebtedness is not restricted by the Intercreditor Agreement but the provisions of the Intercreditor Agreement shall be binding on all holders of ABL Obligations and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinNotes Obligations.

Refinancings. Each of the The ABL Obligations and the LC First-Lien Obligations of any Series 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 Document Secured Credit Document) of any First-Lien Secured Party of any Series or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Facility 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 2.102.09, this Agreement may be amended at the request and sole expense of the ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under of any ABL 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 LC First-Lien Obligations shall have the same rights and priorities in respect of any LC Notes Priority Collateral as the indebtedness being Refinanced and (c) to confirm 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 ABL 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.