Common use of Amendments; Refinancings; Legend Clause in Contracts

Amendments; Refinancings; Legend. (a) The Senior Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Senior Obligations may be Refinanced, in each case without notice to, or the consent of, any Subordinated Lender, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended, restated, modified, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancing, the holders of such debt shall bind themselves (in a writing addressed to the Senior Lenders) to the terms of this Agreement. (c) The Borrower and the Subordinated Lenders agree that each Subordinated Loan Document shall at all times include the following: “Anything herein to the contrary notwithstanding, the liens and security interests and obligations evidenced herein, and the exercise of any right or remedy with respect thereto, are subject to the provisions of the Intercreditor Agreement dated as of April __, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”). In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall govern and control.”

Amendments; Refinancings; Legend. (a) The Senior Loan ABL Documents may be amended, supplemented, waived or otherwise modified in accordance with their terms terms, and the Senior Obligations ABL Debt may be Refinanced, in each case without notice to, or the consent of, any Subordinated Lenderthe Term Agent or the Term Claimholders, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended; provided that, restated, modified, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancingRefinancing, the holders of such Refinancing debt shall bind have bound themselves (in a writing addressed to the Senior LendersTerm Agent) to the terms of this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of the Term Agent (which it shall be authorized to consent to based upon an affirmative vote of the Term Claimholders holding at least a majority of the debt and, if applicable, unused commitments under the Term Credit Facility Agreement) contravene the provisions of this Agreement. (b) The Term Documents may be amended, supplemented, waived or otherwise modified in accordance with their terms, and the Term Debt may be Refinanced, in each case without notice to, or the consent of the ABL Agent or the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to the ABL Agent) to the terms of this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall - 42 - WEIL:\96331350\2\35899.0561 not, without the prior written consent of the ABL Agent (which it shall be authorized to consent to based upon an affirmative vote of the ABL Claimholders holding at least a majority of the debt and, if applicable, unused commitments under the ABL Credit Agreement) contravene the provisions of this Agreement. (c) The Borrower In the event that the ABL Agent or the ABL Claimholders and the Subordinated Lenders agree that relevant Grantor enter into any ABL Collateral Document or any amendment, waiver or consent in respect of any of the ABL Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any ABL Collateral Document or changing in any manner the rights of the ABL Agent, such ABL Claimholders, Holdings or any other Grantor thereunder, in each Subordinated Loan Document shall at all times include the following: “Anything herein case with respect to or relating to the contrary notwithstandingABL Priority Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Term Collateral Document without the consent of the Term Agent or the Term Claimholders and without any action by the Term Agent, the liens and security interests and obligations evidenced hereinTerm Claimholders, and Holdings or any other Grantor, provided that (A) no such amendment, waiver or consent shall have the exercise effect of any right or remedy with respect thereto, are (I) removing assets that constitute ABL Priority Collateral subject to the provisions Lien of the Intercreditor Agreement dated as Term Collateral Documents, except to the extent that a release of April __such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of such Lien securing the ABL Debt, 2015 (as amended, restated, supplemented, II) imposing duties on the Term Agent or otherwise modified from time to time, the “Intercreditor Agreement”). In Trustee without its consent or (III) permitting other liens on the event of any conflict between ABL Priority Collateral not permitted under the terms of the Intercreditor Agreement Term Documents or Section 6 and this agreement(B) notice by the ABL Agent of such amendment, waiver or consent shall have been given to the Term Agent within ten Business Days after the effective date of such amendment, waiver or consent. (d) In the event that the Term Agent or the Term Claimholders and the relevant Grantor enter into any Term Collateral Document or any amendment, waiver or consent in respect of any of the Term Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Term Collateral Document or changing in any manner the rights of the Term Agent, such Term Claimholders, Holdings or any other Grantor thereunder, in each case with respect to or relating to the Term Priority Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the ABL Collateral Document without the consent of the ABL Agent or the ABL Claimholders and without any action by the ABL Agent, the ABL Claimholders, Holdings or any other Grantor; provided that (A) no such amendment, waiver or consent shall have the effect of (I) removing assets that constitute Term Priority Collateral subject to the Lien of the ABL Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of such Lien securing the Term Debt, (II) imposing duties on the ABL Agent without its consent or (III) permitting other liens on the Term Priority Collateral not permitted under the terms of the Intercreditor Agreement ABL Documents or Section 6 and (B) notice by the Term Agent of such amendment, waiver or consent shall govern have been given to the ABL Agent within ten Business Days after the effective date of such amendment, waiver or consent. (e) So long as Payment in Full of ABL Priority Debt has not occurred, the Term Claimholders agree and control.”the Grantors will ensure that each applicable Term Collateral Document executed on or after the date hereof that grants a Lien on any material Collateral shall include the following language: - 43 - WEIL:\96331350\2\35899.0561 (f) So long as Payment in Full of Term Priority Debt has not occurred, the ABL Agent agrees and the Grantors will ensure that each applicable ABL Collateral Document executed on or after the date hereof that grants a Lien on any material Collateral shall include the following language:

Amendments; Refinancings; Legend. (a) The Senior ABL Documents may be amended, supplemented, or otherwise modified in accordance with their terms (including any covenant with the ABL Grantors that restrict modification and amendment of the Term Loan Documents) and the ABL Debt may be Refinanced, in each case without notice to, or the consent of, Term Loan Agent or any other Term Loan Claimholder, all without affecting the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to Term Loan Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of Term Loan Agent (which it shall be authorized to consent to based upon an affirmative vote of the Term Loan Claimholders holding no less than a majority of the debt under the Term Loan Credit Agreement) contravene the provisions of this Agreement. (b) The Term Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms (including any covenant with the Term Loan Grantors that restrict modification and amendment of the ABL Documents) and the Senior Obligations Term Loan Debt may be Refinanced, in each case without notice to, or the consent of, any Subordinated LenderABL Agent or the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended; provided, restatedthat, modified, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancingRefinancing, the holders of such Refinancing debt shall bind themselves (in a writing addressed to the Senior LendersABL Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of ABL Agent (which it shall be authorized to consent to based upon an affirmative vote of the ABL Claimholders holding no less than a majority of the debt under the ABL Credit Agreement) contravene the provisions of this Agreement. (c) The Borrower and the Subordinated Lenders Grantors agree that each Subordinated any Term Loan Document Collateral Documents shall at all times include the following: following language (or language to similar effect approved by ABL Agent): “Anything herein to the contrary notwithstanding, the liens and security interests and obligations evidenced granted herein, and the exercise of any right or remedy with respect thereto, and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor Agreement dated as of April __February 18, 2015 2014, (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and between Xxxxx Fargo Capital Finance, LLC, as ABL Agent, and Deutsche Bank AG New York Branch as Term Loan Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall govern and control.” (d) ABL Agent and Term Loan Agent each (i) will use its commercially reasonable efforts to notify the other parties of any written amendment or modification to any ABL Document or any Term Loan Document, as applicable, but the failure to do so will not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party or impact the effectiveness of any such amendment or modification, and (ii) will, upon request of the other party, provide copies of all such modifications or amendments and copies of all other relevant documentation to the other Persons.

Amendments; Refinancings; Legend. (a) The Senior ABL Documents may be amended, supplemented, or otherwise modified in accordance with their terms (including any covenant with the ABL Grantors that restrict modification and amendment of the Term Loan Documents) and the ABL Debt may be Refinanced, in each case without notice to, or the consent of, Term Loan Agent or any other Term Loan Claimholder, all without affecting the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to Term Loan Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of Term Loan Agent (which it shall be authorized to consent to based upon an affirmative vote of the Term Loan Claimholders holding no more than a majority of the debt under the Term Loan Credit Agreement) contravene the provisions of this Agreement. (b) The Term Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms (including any covenant with the Term Loan Grantors that restrict modification and amendment of the ABL Documents) and the Senior Obligations Term Loan Debt may be Refinanced, in each case without notice to, or the consent of, any Subordinated LenderABL Agent or the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended; provided, restatedthat, modified, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancingRefinancing, the holders of such Refinancing debt shall bind themselves (in a writing addressed to the Senior LendersABL Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of ABL Agent (which it shall be authorized to consent to based upon an affirmative vote of the ABL Claimholders holding no more than a majority of the debt under the ABL Credit Agreement) contravene the provisions of this Agreement. (c) The Borrower and the Subordinated Lenders Grantors agree that each Subordinated any Term Loan Document Collateral Documents shall at all times include the following: “following language (or language to similar effect approved by ABL Agent): "Anything herein to the contrary notwithstanding, the liens and security interests and obligations evidenced granted herein, and the exercise of any right or remedy with respect thereto, and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor Agreement dated as of April __June 18, 2015 2012, (as amended, restated, supplemented, or otherwise modified from time to time, the “"Intercreditor Agreement”"), by and between Xxxxx Fargo Capital Finance, LLC, as ABL Agent, and Xxxxx Fargo Bank, National Association, as Term Loan Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall govern and control.”" (d) ABL Agent and Term Loan Agent each (i) will use its commercially reasonable efforts to notify the other parties of any written amendment or modification to any ABL Document or any Term Loan Document, as applicable, but the failure to do so will not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party or impact the effectiveness of any such amendment or modification, and (ii) will, upon request of the other party, provide copies of all such modifications or amendments and copies of all other relevant documentation to the other Persons.

Amendments; Refinancings; Legend. (a) The Senior ABL Loan Documents may be amended, restated, supplemented, or otherwise modified in accordance with their terms and the Senior ABL Obligations may be RefinancedRefinanced in accordance with the terms of the ABL Loan Documents, in each case without notice to, or the consent of, Notes Agent or any Subordinated Lenderother Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended; provided, restatedhowever, modifiedthat, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancingRefinancing secured by any Collateral, the holders of such Refinancing debt shall (or an authorized representative on their behalf) bind themselves (in a writing addressed to Notes Agent for the Senior Lendersbenefit of itself and the other Notes Claimholders in a form reasonably acceptable to Notes Agent) to the terms of this Agreement; provided further, however, that any such amendment, restatement, supplement, modification, or Refinancing shall not result in a Notes Default under the Indenture; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of ABL Obligations and Notes Obligations. (b) The Notes Documents may be amended, restated, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced in accordance with the terms of the Notes Documents, in each case without notice to, or the consent of, ABL Agent or any other ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by any Collateral, the holders of such Refinancing debt (or an authorized representative on their behalf) bind themselves (in a writing addressed to ABL Agent for the benefit of itself and the other ABL Claimholders in a form reasonably acceptable to ABL Agent) to the terms of this Agreement; provided further, however, that any such amendment, restatement, supplement, modification, or Refinancing shall not, without the prior written consent of ABL Agent, result in an ABL Default under the ABL Credit Agreement; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of ABL Obligations and Notes Obligations. (c) The Borrower and So long as the Subordinated Lenders agree Discharge of ABL Obligations has not occurred, Notes Agent agrees that each Subordinated Loan Notes Collateral Document entered into after the date hereof shall at all times include the following: following language (or similar language acceptable to ABL Agent): “Anything herein to the contrary notwithstanding, the liens and security interests and obligations evidenced hereingranted to UMB Bank, N.A., as Collateral Agent under the Indenture, pursuant to this Agreement and the exercise of any right or remedy with respect theretoby UMB Bank, N.A., as Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of April __August 7, 2015 2013, (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and between Xxxxx Fargo Capital Finance, Inc., as ABL Agent, and UMB Bank, N.A., as Notes Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this agreementAgreement, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as the Discharge of Notes Obligations has not occurred, ABL Agent agrees that each ABL Collateral Document entered into after the date hereof shall include the following language (or similar language acceptable to Notes Agent): “Anything herein to the contrary notwithstanding, the liens and security interests granted to Xxxxx Fargo Capital Finance, Inc., as Agent under the ABL Credit Agreement, pursuant to this Agreement and the exercise of any right or remedy by Xxxxx Fargo Capital Finance, Inc., as Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of August 7, 2013, (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and between Xxxxx Fargo Capital Finance, Inc., as ABL Agent, and UMB Bank, N.A., as Notes Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

Amendments; Refinancings; Legend. (a) The Senior Loan First Lien Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Senior Obligations First Lien Debt may be Refinanced, in each case without notice to, or the consent of, Second Lien Agent or any Subordinated Lenderother Second Lien Claimholder, all without affecting the lien subordination or other provisions of this Agreement.; provided, that, (bi) The Subordinated Lenders will not transfer such amendment, supplement, modification or assign any Subordinated Obligations Refinancing is permitted under the terms of the Second Lien Documents as in effect on the date hereof (or, if less restrictive, on the date of such amendment, supplement, modification or Refinancing), (ii) in the case of a Refinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to any other person Second Lien Agent) to the terms of this Agreement and (iii) the First Lien Initial Cushion and the Subordinated Loan Documents may First Lien Additional Cushion shall not be amendedavailable to increase the First Lien Obligations in connection with any such amendment, restatedsupplement, modifiedmodification or Refinancing except in connection with a First Lien Enforcement Event; provided further, supplementedthat any such amendment, substitutedsupplement, refunded modification, or refinanced, in each caseRefinancing shall not, without the prior written consent of Senior Lenders Second Lien Agent (each acting in its sole discretion), and, without limitation which it shall be authorized to consent to based upon an affirmative vote of the foregoing Second Lien Claimholders holding a majority in the aggregate principal amount of the Second Lien Debt then outstanding) contravene the provisions of this Agreement. (ib) any such transferThe Second Lien Documents may be amended, assignmentsupplemented, amendmentor otherwise modified in accordance with their terms and the Second Lien Debt may be Refinanced, restatementin each case without notice to, modificationor the consent of, supplementFirst Lien Agent or the First Lien Claimholders, substitution, refunding or refinancing shall not affect all without affecting the lien subordination or other provisions of this Agreement; provided, that, (i) such amendment, supplement, modification or Refinancing is permitted under the terms of the First Lien Documents as in effect on the date hereof (or, if less restrictive, on the date of such amendment, supplement, modification or Refinancing) and (ii) in the case of a transfer, assignment, or refinancingRefinancing, the holders of such Refinancing debt shall bind themselves (in a writing addressed to the Senior LendersFirst Lien Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of First Lien Agent (which it shall be authorized to consent to based upon an affirmative vote of the First Lien Claimholders holding a majority in the aggregate principal amount of the First Lien Debt then outstanding) contravene the provisions of this Agreement. (c) The Borrower Grantors agree that the Second Lien DIP Credit Agreement and the Subordinated Lenders agree that each Subordinated Loan Document Second Lien Collateral Documents shall at all times include the following: “following language (or language to similar effect approved by First Lien Agent): "Anything herein to the contrary notwithstanding, the liens and security interests and obligations evidenced granted herein, and the exercise of any right or remedy with respect thereto, and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor Agreement dated as of April __December 8, 2015 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “"Intercreditor Agreement”"), by and between Xxxxx Fargo Bank, N.A., as First Lien Agent, and Wilmington Savings Fund Society, FSB, as Second Lien Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this agreementAgreement, the terms of the Intercreditor Agreement shall govern and control.”" (d) In the event First Lien Agent or First Lien Claimholders or Second Lien Agent, or Second Lien Claimholders, and the relevant Grantor enter into any amendment which constitutes a Deemed Amendment, then such Deemed Amendment shall apply automatically to any comparable provision of the First Lien Collateral Documents or the Second Lien Collateral Documents (as the case may be) without the requirement of consent of any Grantor or any Claimholder and without any action by any Grantor or any Claimholder. Grantors and the Claimholders (and, in the case of Second Lien Agent, after delivery of any documents required by the Second Lien DIP Credit Agreement) promptly shall execute and deliver such amendment as any party hereto may request in writing to effectively confirm such amendment. (e) First Lien Agent and Second Lien Agent each (i) will use its commercially reasonable efforts to notify the other parties of any written amendment or modification to any First Lien Document or any Second Lien Document, as applicable, but the failure to do so will not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party or impact the effectiveness of any such amendment or modification, and (ii) will, upon request of the other party, provide copies of all such modifications or amendments and copies of all other relevant documentation to the other Persons.

Amendments; Refinancings; Legend. (a) The Senior ABL Documents may be amended, supplemented, or otherwise modified in accordance with their terms (including any covenant with the ABL Grantors that restrict modification and amendment of the Term Loan Documents) and the ABL Debt may be Refinanced, in each case without notice to, or the consent of, Term Loan Agent or any other Term Loan Claimholder, all without affecting the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to Term Loan Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of Term Loan Agent (which it shall be authorized to consent to based upon an affirmative vote of the Term Loan Claimholders holding no more than a majority of the debt under the Term Loan Credit Agreement) contravene the provisions of this Agreement. (b) The Term Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms (including any covenant with the Term Loan Grantors that restrict modification and amendment of the ABL Documents) and the Senior Obligations Term Loan Debt may be Refinanced, in each case without notice to, or the consent of, any Subordinated LenderABL Agent or the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended; provided, restatedthat, modified, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancingRefinancing, the holders of such Refinancing debt shall bind themselves (in a writing addressed to the Senior LendersABL Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of ABL Agent (which it shall be authorized to consent to based upon an affirmative vote of the ABL Claimholders holding no more than a majority of the debt under the ABL Credit Agreement) contravene the provisions of this Agreement. (c) The Borrower and the Subordinated Lenders Grantors agree that each Subordinated any Term Loan Document Collateral Documents shall at all times include the following: “following language (or language to similar effect approved by ABL Agent): "Anything herein to the contrary notwithstanding, the liens and security interests and obligations evidenced granted herein, and the exercise of any right or remedy with respect thereto, and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor Agreement dated as of April ______, 2015 2012, (as amended, restated, supplemented, or otherwise modified from time to time, the “"Intercreditor Agreement”"), by and between Welxx Xxrgo Capital Finance, LLC, as ABL Agent, and Welxx Xxrgo Bank, National Association, as Term Loan Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall govern and control.”" (d) ABL Agent and Term Loan Agent each (i) will use its commercially reasonable efforts to notify the other parties of any written amendment or modification to any ABL Document or any Term Loan Document, as applicable, but the failure to do so will not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party or impact the effectiveness of any such amendment or modification, and (ii) will, upon request of the other party, provide copies of all such modifications or amendments and copies of all other relevant documentation to the other Persons.

Amendments; Refinancings; Legend. (a) The Senior Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Senior Obligations may be Refinancedterms, in each case without notice to, or the consent of, any Subordinated Lenderthe Junior Agent or other Junior Claimholders, all and the Senior Lien Obligations may be Refinanced only with the consent of the Junior Agent (acting pursuant to an Act of Required Secured Parties), in each case without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing, the holders of such Refinancing debt (or their agent on their behalf) shall bind themselves in writing to the terms of this Agreement; and provided, further, that a copy of any such amendment, supplement, modification, or Refinancing documentation shall be promptly provided to the Junior Agents. Notwithstanding the foregoing, any such amendment, supplement, modification, or Refinancing of the Senior Loan Documents shall not, without the prior written consent of the Junior Agent, contravene this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person Junior Agent (on behalf of itself and the Subordinated Loan other Junior Claimholders) agrees that (i) any of the Junior Lien Documents may not be amended, restated, modified, supplemented, substitutedor otherwise modified (in accordance with their terms) and (ii) all or any portion of the Junior Lien Obligations may be Refinanced; provided, refunded or refinancedhowever, that, in each casethe case of a Refinancing, the holders of such Refinancing debt (or the Junior Agent or other representative therefor) to the extent such Refinancing debt is secured, shall bind themselves in writing addressed and delivered to Senior Agent for the benefit of itself and the other Senior Claimholders to the terms of this Agreement; provided, further, that a copy of any such amendment, supplement, modification, or Refinancing documentation shall be promptly provided to the Senior Agent. Notwithstanding the foregoing, any such amendment, supplement or modification, or the terms of any new Junior Lien Documents, shall not, without the prior written consent of Senior Lenders Agent, (each acting A) shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Junior Lien Obligations, (B) require the payment of any amounts payable in its sole discretionkind to be paid in cash, (C) add or make more restrictive any covenant or event of default (other than covenants or events of default added to the Senior Loan Documents (subject to corresponding cushions and setbacks as in effect on the date hereof)), and, without limitation of the foregoing (iD) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of contravene this Agreement, and (iiE) add any prohibition or condition on the payment of any of the Senior Lien Obligations or the amendment or other modification of the Senior Loan Documents, in the case of a transfereach case, assignmentwhich is more restrictive than those contained herein, or refinancing, (F) increase the holders outstanding principal amount of such debt shall bind themselves (Junior Lien Obligations in a writing addressed to the Senior Lenders) to the terms excess of this Agreement$50,000,000. (c) The Borrower and the Subordinated Lenders agree Junior Agent agrees that each Subordinated Loan Document any promissory note evidencing or security agreement, pledge agreement or mortgage securing any Junior Lien Obligations shall at all times include the following: “Anything herein following language (or language to the contrary notwithstanding, the liens and security interests and obligations evidenced herein, and the exercise of any right or remedy with respect thereto, are subject to the provisions of the Intercreditor Agreement dated as of April __, 2015 similar effect approved by Senior Agent): (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”). d) In the event the Senior Agent or the other Senior Claimholders and the relevant Grantor(s) enter into any amendment, restatement, waiver or consent in respect of any conflict between provision of the Senior Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Security Documents or changing in any manner the rights of the Senior Agent, the other Senior Claimholders, the Borrower or any other Grantor thereunder, including, without limitation, for the purpose of terminating any control or similar agreement entered into for the purpose of perfecting security interests granted under the Senior Security Documents, then such amendment, restatement, waiver or consent shall apply automatically to any comparable provision of the Junior Lien Security Documents (subject to any existing cushion or setback in such comparable Junior Lien Security Document provision) without the consent of the Junior Agent or any other Junior Claimholders and without any action by the Junior Agent, provided that (A) any such amendment, restatement, waiver or consent that is prejudicial to the rights of the Junior Claimholders and does not affect the Senior Agent or the other Senior Claimholders in a like or similar manner shall not apply to the comparable Junior Lien Security Documents without the consent of the Junior Agent, it being agreed that any release contemplated by Section 5.1 hereof shall be deemed not to be prejudicial to the rights of any Junior Claimholders, (B) no such amendment, restatement, waiver or consent shall result in the liens securing all or any portion of the Junior Lien Obligations being unperfected with respect to assets in respect of which the Senior Lien Obligations are perfected, (C) no such amendment, restatement, waiver or consent shall adversely impact any privileges, protections, immunities or indemnification obligations in favor of the Junior Agent, (D) in no event shall any such amendment, restatement, waiver or consent become operative with respect to any Junior Lien Security Document until such time as written notice of such amendment, restatement, waiver or consent shall have been given to the Junior Agent by the Borrower (with a copy to the Senior Agent) (or by Senior Agent if the Borrower fails to deliver such notice to the Junior Agent within 5 Business Days following the date of such amendment, restatement, waiver or consent), which notice shall specify the matters under the applicable Junior Lien Security Documents that have changed as a result of the operation of this Section 5.3(d) and (E) in no event shall this Section 5.3(d) have the effect of changing the terms any Junior Lien Security Document that are not specified to be changing in the notice delivered pursuant to the immediately preceding clause (D). The Junior Agent (on behalf of itself and the Intercreditor Agreement other Junior Claimholders) promptly shall execute and this agreementdeliver to Senior Agent such corresponding amendment, restatement, waiver or consent as reasonably requested in writing by the terms of Senior Agent to give effect to the Intercreditor Agreement shall govern and controlabove (to the extent required by local law).”

Amendments; Refinancings; Legend. (a) The Senior ABL Loan Documents may be amended, restated, supplemented, or otherwise modified in accordance with their terms and the Senior ABL Obligations may be RefinancedRefinanced in accordance with the terms of the ABL Loan Documents, in each case without notice to, or the consent of, Notes Agent or any Subordinated Lenderother Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended; provided, restatedhowever, modifiedthat, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancingRefinancing secured by any Collateral, the holders of such Refinancing debt shall (or an authorized representative on their behalf) bind themselves (in a writing addressed to Notes Agent for the Senior Lendersbenefit of itself and the other Notes Claimholders in a form reasonably acceptable to Notes Agent) to the terms of this Agreement; provided further, however, that any such amendment, restatement, supplement, modification, or Refinancing shall not result in a Notes Default under the Indenture; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of ABL Obligations and Notes Obligations. (b) Each of the Notes Documents and the Other Pari Passu Lien Obligations Agreement may be amended, restated, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced in accordance with the terms of the Notes Documents and the Other Pari Passu Lien Obligations Agreement, as applicable, in each case without notice to, or the consent of, ABL Agent or any other ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by any Collateral, the holders of such Refinancing debt (or an authorized representative on their behalf) bind themselves (in a writing addressed to ABL Agent for the benefit of itself and the other ABL Claimholders in a form reasonably acceptable to ABL Agent) to the terms of this Agreement; provided further, however, that any such amendment, restatement, supplement, modification, or Refinancing shall not, without the prior written consent of ABL Agent, result in an ABL Default under the ABL Credit Agreement; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of ABL Obligations and Notes Obligations. (c) The Borrower and So long as the Subordinated Lenders agree Discharge of ABL Obligations has not occurred, Notes Agent agrees that each Subordinated Loan Notes Collateral Document entered into after the date hereof shall at all times include the following: following language (or similar language acceptable to ABL Agent): “Anything herein to the contrary notwithstanding, the liens and security interests and obligations evidenced hereingranted to Wilmington Trust, National Association, as Collateral Agent under the Indenture, pursuant to this Agreement and the exercise of any right or remedy with respect theretoby Wilmington Trust, National Association, as Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of April __August 7, 2015 2013 (as amended by that certain First Amendment dated as of April 25, 2018 and as further amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and between Xxxxx Fargo Capital Finance, LLC, as ABL Agent, and Wilmington Trust, National Association, as Notes Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this agreementAgreement, the terms of the Intercreditor Agreement shall govern and control, except with respect to the rights, protections, immunities and indemnities of the Notes Collateral Agent, for which the Indenture shall control.”

Amendments; Refinancings; Legend. (a) The Senior Loan ABL Documents may be amended, supplemented, waived or otherwise modified in accordance with their terms terms, and the Senior Obligations ABL Debt may be Refinanced, in each case without notice to, or the consent of, any Subordinated Lenderthe Term Agent or the Term Claimholders, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended; provided that, restated, modified, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancingRefinancing, the holders of such Refinancing debt shall bind have bound themselves (in a writing addressed to the Senior LendersTerm Agent and each other party to this Agreement at such time) to the terms of this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall not contravene the provisions of this Agreement without the prior written consent of the Term Agent (provided pursuant to an Act of Required Secured Parties in accordance with the terms of the Term Intercreditor Agreement). (b) The Term Documents may be amended, supplemented, waived or otherwise modified in accordance with their terms, and the Term Debt may be Refinanced, in each case without notice to, or the consent of the ABL Agent or the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to the ABL Agent) to the terms of this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of the ABL Agent (which it shall be authorized to consent to based upon an affirmative vote of the ABL Claimholders holding at least a majority of the debt and, if applicable, unused commitments under the ABL Credit Agreement) contravene the provisions of this Agreement. (c) The Borrower In the event that the ABL Agent or the ABL Claimholders and the Subordinated Lenders relevant Grantor enter into any ABL Collateral Document or any amendment, waiver or consent in respect of any of the ABL Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any ABL Collateral Document or changing in any manner the rights of the ABL Agent, such ABL Claimholders, Holdings or any other Grantor thereunder, in each case with respect to or relating to the ABL Priority Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Term Collateral Document without the consent of the Term Agent or the Term Claimholders and without any action by the Term Agent, the Term Claimholders, Holdings or any other Grantor, provided that (A) no such amendment, waiver or consent shall have the effect of (I) removing assets that constitute ABL Priority Collateral subject to the Lien of the Term Collateral Documents, except to the extent that a release of such Lien is permitted or required (d) In the event that the Term Agent or the Term Claimholders and the relevant Grantor enter into any Term Collateral Document or any amendment, waiver or consent in respect of any of the Term Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Term Collateral Document or changing in any manner the rights of the Term Agent, such Term Claimholders, Holdings or any other Grantor thereunder, in each case with respect to or relating to the Term Priority Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the ABL Collateral Document without the consent of the ABL Agent or the ABL Claimholders and without any action by the ABL Agent, the ABL Claimholders, Holdings or any other Grantor; provided that (A) no such amendment, waiver or consent shall have the effect of (I) removing assets that constitute Term Priority Collateral subject to the Lien of the ABL Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of such Lien securing the Term Debt, (II) imposing duties on the ABL Agent without its consent or (III) permitting other liens on the Term Priority Collateral not permitted under the terms of the ABL Documents or Section 6 and (B) notice by the Term Agent of such amendment, waiver or consent shall have been given to the ABL Agent within ten Business Days after the effective date of such amendment, waiver or consent. (e) So long as Payment in Full of ABL Priority Debt has not occurred, the Term Claimholders agree and the Grantors will ensure that each Subordinated Loan applicable Term Collateral Document executed on or after the date hereof that grants a Lien on any material Collateral shall at all times include the followingfollowing language: “Anything herein to the contrary notwithstanding, the liens and security interests and securing the obligations evidenced hereinby this agreement, and the exercise of any right or remedy with respect thereto, and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor Agreement dated as of April __December 6, 2015 2021 (as amended, restated, supplemented, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and between Citibank, N.A., as Initial ABL Agent, and Wilmington Trust, National Association, as Initial Term Representative and Initial Term Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall govern and control.” (f) So long as Payment in Full of Term Priority Debt has not occurred, the ABL Agent agrees and the Grantors will ensure that each applicable ABL Collateral Document executed on or after the date hereof that grants a Lien on any material Collateral shall include the following language: “Anything herein to the contrary notwithstanding, the liens and security interests securing the obligations evidenced by this agreement, the exercise of any right or remedy with respect thereto, and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor Agreement dated as of December 6, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and between Citibank, N.A., as Initial ABL Agent, and Wilmington Trust, National Association, as Initial Term Representative,

Amendments; Refinancings; Legend. (a) The Senior Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Senior Lien Obligations may be Refinanced, in each case without notice to, or the consent of, any Subordinated LenderJunior Agent or Junior Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing, the holders of such Refinancing debt (or their agent on their behalf) shall bind themselves in writing to the terms of this Agreement; provided further, however, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of Junior Agent (which it shall be authorized to consent to based upon an affirmative vote of Junior Claimholders holding a majority of the debt under the Junior Lien Debt Agreement) contravene the provisions of this Agreement. Notwithstanding the foregoing, any such amendment, supplement, modification, or Refinancing of the Senior Loan Documents shall not, without the prior written consent of Junior Agent increase the outstanding principal amount of the Senior Lien Obligations to an amount that would exceed the Maximum Senior Amount. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations Junior Agent and by virtue of accepting the Junior Notes, the Junior Claimholders, agree that upon prior written notice to any other person and Senior Agent, (i) the Subordinated Loan Junior Lien Documents may not be amended, restated, modified, supplemented, substitutedor otherwise modified and (ii) the Junior Lien Obligations may be Refinanced; provided, refunded or refinancedhowever, that, in each casethe case of a Refinancing, the holders of such Refinancing debt (or Junior Agent or other representative therefor) to the extent such Refinancing debt is secured, shall bind themselves in writing addressed and delivered to Senior Agent for the benefit of itself and the Senior Claimholders to the terms of this Agreement; provided, further however that any such amendment, supplement or modification, or the terms of any new Junior Lien Documents, shall not, without the prior written consent of Senior Lenders (each acting in its sole discretion)Agent, and, without limitation of contravene the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignmentSenior Credit Agreement, or refinancing, the holders of such debt shall bind themselves (in a writing addressed to the any other Senior Lenders) to the terms of this AgreementLoan Documents. (c) The Borrower and Junior Agent agrees that any promissory note evidencing or security agreement, pledge agreement or mortgage securing the Subordinated Lenders agree that each Subordinated Loan Document Junior Lien Obligations shall at all times include the following: following language (or language to similar effect approved by Senior Agent): “Anything herein to the contrary notwithstanding, the liens and security interests and [securing the obligations evidenced herein, by this promissory note][granted pursuant to this agreement] and the exercise of any right certain rights or remedy and remedies with respect thereto, thereto are subject to the provisions of the Intercreditor Agreement Agreement, dated as of April __7, 2015 2010 (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and among GMAC Commercial Finance LLC, as Senior Agent, and [U.S. Bank National Association], as Junior Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement[promissory note][security agreement][pledge agreement][mortgage], the terms of the Intercreditor Agreement shall govern and control.” (d) In the event the Senior Agent or the other Senior Claimholders and the relevant Grantor(s) enter into any amendment, restatement, waiver or consent in respect of any provision of the Senior Loan Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Loan Documents or changing in any manner the rights of the Senior Agent, the other Senior Claimholders, the Borrowers or any other Grantor thereunder, including, without limitation, for the purpose of terminating any control or similar agreement entered into for the purpose of perfecting security interests granted under the Senior Loan Documents, then such amendment, restatement, waiver or consent shall apply automatically to any comparable provision of the Junior Lien Documents (subject to any existing cushion or setback in such comparable Junior Lien Document provision and subject to the terms of Section 2.3(c) hereof) without the consent of the Junior Agent or the other Junior Claimholders and without any action by the Junior Agent, provided that (A) any such amendment, restatement, waiver or consent that is prejudicial to the rights of the Junior Claimholders and does not affect the Senior Agent or the other Senior Claimholders in a like or similar manner shall not apply to the comparable Junior Lien Documents without the consent of the Junior Agent, it being agreed that any release contemplated by Section 5.1 hereof shall be deemed not to be prejudicial to the rights of the Junior Claimholders, (B) subject to Section 2.3(c) hereof, no such amendment, restatement, waiver or consent shall result in the liens securing the Junior Lien Obligations being unperfected with respect to assets in respect of which the Senior Lien Obligations are perfected, (C) no such amendment, restatement, waiver or consent shall adversely impact any indemnification obligations in favor of Junior Agent, (D) in no event shall any such amendment, restatement, waiver or consent become operative with respect to any Junior Lien Document until such time (if ever) as written notice of such amendment, restatement, waiver or consent shall have been given to the Junior Agent by Square Two (with a copy to the Senior Agent), which notice shall specify the matters under the Junior Lien Documents that have changed as a result of the operation of this Section 5.1(d) and (E) in no event shall this Section 5.1(d) have the effect of changing the terms any Junior Lien Document that are not specified to be changing in the notice delivered pursuant to the immediately preceding clause (D). For clarity, Square Two may, in its sole discretion, withhold any notice described in clause (D) above.

Amendments; Refinancings; Legend. (a) The Senior Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Senior Lien Obligations may be Refinanced, in each case without notice to, or the consent of, Junior Agent or Junior Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing, the holders of such Refinancing debt shall bind themselves (in a writing addressed and delivered to Junior Agent for the benefit of itself and the Junior Claimholders substantially in the form of Exhibit A hereto) to the terms of this Agreement; provided further, however, that any such amendment, supplement, modification, or Refinancing shall not, without the prior written consent of Junior Agent (which it shall be authorized to consent to based upon an affirmative vote of Junior Claimholders holding a majority of the debt under the Junior Lien Debt Agreement): (i) contravene the provisions of this Agreement; or (ii) except in connection with a DIP Financing, increase the outstanding principal amount of the Senior Lien Obligations to an amount that would exceed the Senior Lien Obligations Cap. (b) The Junior Note Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Junior Lien Obligations may be Refinanced, in each case without notice to, or the consent of, any Subordinated LenderSenior Agent or Senior Claimholders, all without affecting the lien subordination or other provisions of this Agreement. (b) The Subordinated Lenders will not transfer or assign any Subordinated Obligations to any other person and the Subordinated Loan Documents may not be amended; provided, restatedhowever, modifiedthat, supplemented, substituted, refunded or refinanced, in each case, without the prior written consent of Senior Lenders (each acting in its sole discretion), and, without limitation of the foregoing (i) any such transfer, assignment, amendment, restatement, modification, supplement, substitution, refunding or refinancing shall not affect the subordination or other provisions of this Agreement, and (ii) in the case of a transfer, assignment, or refinancingRefinancing, the holders of such Refinancing debt to the extent such Refinancing debt is secured, shall bind themselves (in a writing addressed and delivered to (i) Senior ABL Agent for the benefit of itself and the Senior LendersABL Claimholders and (ii) Senior Term Loan Agent for the benefit of itself and the Senior Term Loan Claimholders substantially in the form of Exhibit A hereto) to the terms of this Agreement; provided, further, however, that any such amendment, supplement, modification or Refinancing shall not, without the prior written consent of any Senior Agent (which it shall be authorized to consent to based upon an affirmative vote of Senior Claimholders holding a majority of the debt under the Senior Credit Agreements) contravene the restrictions set forth in the Senior Credit Agreements regarding any such amendment, supplement, modification or Refinancing in respect of the Junior Note Documents. (c) The Borrower and the Subordinated Lenders Borrowers agree that each Subordinated Loan Document any promissory note evidencing or security document securing the Junior Lien Obligations shall at all times include the following: following language (or language to similar effect approved by each Senior Agent): “Anything herein to the contrary notwithstanding, the liens and security interests and [securing the obligations evidenced hereinby this promissory note] [granted pursuant to this agreement], and the exercise of any right or remedy with respect thereto, and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor Agreement dated as of April __December 17, 2015 2009, (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Xxxxx Fargo Foothill, LLC, as Senior ABL Agent, Xxxxx Fargo Foothill, LLC, as Senior Term Loan Agent, and Deutsche Bank Trust Company Americas, as Junior Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this [promissory note] [security agreement], the terms of the Intercreditor Agreement shall govern and control.”