Common use of Amendments; Refinancings Clause in Contracts

Amendments; Refinancings. (a) The Revolving Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Revolving Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Collateral Agent or the Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Default; provided, further, 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 Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or their agent or trustee on their behalf) bind themselves (in a writing addressed to the Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders) to the terms of this Agreement; provided further, however, that any such amendment, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes Default; 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 Revolving Obligations and Notes Obligations. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree that each Notes Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent or Notes Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Notes Collateral Agent/Revolving Collateral Agent], pursuant to this Agreement and the exercise of any right or remedy by the [Notes Collateral Agent/Revolving Collateral Agent] hereunder, are subject to the provisions of the Intercreditor Agreement dated as of May 19, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Bank, National Association, as the Revolving Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default has occurred and is continuing, in the event the Revolving Collateral Agent enters into any amendment, waiver or consent in respect of any of the Revolving Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and subject to the terms of Section 2.3 hereof) to any comparable provision (if any) of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under the terms of the Notes Collateral Documents, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes Collateral Agent acting at the direction of Notes Claimholders pursuant to the Notes Documents, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writing.

Amendments; Refinancings. (a) The Term Collateral Agent, for itself and on behalf of the other Term Claimholders, acknowledges and agrees that the Revolving Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Revolving Obligations (or portions thereof)) and the Revolving Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Term Collateral Agent or the Notes other Term Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt Indebtedness (if such Refinancing Indebtedness is intended to be (and under the Term Documents is permitted to be) secured by the Revolving Priority Collateral on a basis that is senior to the Term Liens thereon and by the Term Priority Collateral on a basis that is junior to the Term Liens thereon), and the collateral agent (or similar representative) of such holders, bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 9.3; provided, provided further, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not (i) result in a Notes Term Default and (ii) be inconsistent with or a Revolving Default; provided, further, that, if such Refinancing debt is secured by a Lien on any Collateral the holders in violation of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is providedthis Agreement. For the avoidance of doubt, the sale or other transfer of Indebtedness any Revolving Obligations is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligationsthe Claimholders. (b) The Notes Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, acknowledges and agrees that the Term Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Term Obligations) and the Notes Term Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the other Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt Indebtedness (or their agent or trustee if such Refinancing Indebtedness is intended to be (and under the Revolving Loan Documents is permitted to be) secured by the Term Priority Collateral on their behalf) bind themselves (in a writing addressed basis that is senior to the Revolving Liens thereon and by the Revolving Priority Collateral Agent for on a basis that is junior to the benefit of itself Revolving Liens thereon), and the Revolving Claimholderscollateral agent (or similar representative) of such holders, bind themselves to the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 9.3; provided further, however, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not (i) result in a Revolving Default or Notes Default; provided, further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders (ii) be inconsistent with or in violation of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is providedthis Agreement. For the avoidance of doubt, the sale or other transfer of Indebtedness any Term Obligations is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligationsthe Claimholders. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree that each Notes Term Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent or Notes Agent): “Notwithstanding anything herein to the contrary, the Liens and security interests granted to Ally Bank, as Term Collateral Agent, pursuant to this Agreement in any Collateral and the exercise of any right or remedy by Ally Bank, as applicableTerm Collateral Agent, with respect to any Collateral hereunder are subject to the provisions of the ABL Intercreditor Agreement, dated as of April 25, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time, the “ABL Intercreditor Agreement”), among Ally Bank, as Revolving Collateral Agent, Ally Bank, as Term Collateral Agent and each Additional Pari Passu Obligations Agent (as defined in the ABL Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement, the terms of the ABL Intercreditor Agreement shall govern and control.” (d) So long as the Discharge of Term Obligations has not occurred, each Revolving Collateral Document shall include the following language (or similar language acceptable to the Term Collateral Agent): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Notes Collateral Agent/Revolving Collateral Agent], Agent pursuant to this Agreement in any Collateral and the exercise of any right or remedy by the [Notes Collateral Agent/Revolving Collateral Agent] Agent with respect to any Collateral hereunder, are subject to the provisions of the ABL Intercreditor Agreement Agreement, dated as of May 19April 25, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time, the “ABL Intercreditor Agreement”), between Xxxxx Fargo among Ally Bank, National Association, as the Revolving Collateral Agent, and U.S. Bank National AssociationAlly Bank, as Term Collateral Agent and each Additional Pari Passu Obligations Agent (as defined in the Notes Collateral AgentABL Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the ABL Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default has occurred and is continuing, in the event the Revolving Collateral Agent enters into any amendment, waiver or consent in respect of any of the Revolving Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and subject to the terms of Section 2.3 hereof) to any comparable provision (if any) of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under the terms of the Notes Collateral Documents, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes Collateral Agent acting at the direction of Notes Claimholders pursuant to the Notes Documents, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writing.

Amendments; Refinancings. (a) The Revolving Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Revolving Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Collateral Agent or the Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this Agreement; provided, provided further, that any such amendment, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Defaultunder the Indenture; providedprovided further, furtherhowever, 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 Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt (or their agent or trustee on their behalf) bind themselves (in a writing addressed to the Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders) to the terms of this Agreement; provided further, however, however that any such amendment, supplement, modification, or Refinancing shall not not, result in a Default under the Revolving Default or Notes DefaultCredit Agreement; provided, 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 Revolving Obligations and Notes Obligations. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree Notes Collateral Agent agrees that each Notes Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent or Notes Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Wilmington Trust FSB, as Notes Collateral Agent/Revolving Collateral Agent], pursuant to this Agreement and the exercise of any right or remedy by the [Wilmington Trust FSB as Notes Collateral Agent/Revolving Collateral Agent] Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of May 19October 27, 2017 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Bankamong Bank of America, National AssociationN.A., as the Revolving Agent, Wilmington Trust FSB, as Notes Collateral Agent, and U.S. Bank National Association, the Grantors (as defined in the Notes Collateral AgentIntercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as no the Discharge of Notes Default Obligations has occurred not occurred, the Revolving Agent agrees that each Revolving Collateral Document shall include the following language (or similar language acceptable to the Notes Collateral Agent): “Notwithstanding anything herein to the contrary, the liens and is continuing, in the event security interests granted to the Revolving Collateral Agent enters into any amendment, waiver or consent in respect pursuant to this Agreement and the exercise of any of right or remedy by the Revolving Collateral Documents for the purpose of adding toAgent hereunder, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and are subject to the terms provisions of Section 2.3 hereofthe Intercreditor Agreement dated as of October 27, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America, N.A. as Revolving Agent, Wilmington Trust FSB, as Notes Agent and the Grantors (as defined in the Intercreditor Agreement) from time to any comparable provision (if any) time party thereto. In the event of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under conflict between the terms of the Notes Collateral DocumentsIntercreditor Agreement and the terms of this Agreement, (ii) any such amendment, waiver or consent that materially and adversely affects the rights terms of the Notes Claimholders Intercreditor Agreement shall govern and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes Collateral Agent acting at the direction of Notes Claimholders pursuant to the Notes Documents, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writingcontrol.”

Amendments; Refinancings. (a) The Each Fixed Asset Collateral Agent, for itself and on behalf of the other Fixed Asset Claimholders represented by it, acknowledges and agrees that the Revolving Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Revolving Obligations (or portions thereof)) and the Revolving Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Fixed Asset Collateral Agent Agents or the Notes other Fixed Asset Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, (x) the holders of such Refinancing debt Indebtedness (if such Refinancing Indebtedness is intended to be (and under the Fixed Asset Documents is permitted to be) secured by the Revolving Priority Collateral on a basis that is senior to the Fixed Asset Liens thereon and by the Fixed Asset Priority Collateral on a basis that is junior to the Fixed Asset Liens thereon), and the collateral agent (or similar representative) of such holders, bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 9.3 and (y) after giving effect to such Refinancing, the existing Revolving Credit Agreement is discharged and thereafter the agreement that Refinances the Revolving Credit Agreement shall be the Revolving Credit Agreement for all purposes hereof; provided, provided further, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Fixed Asset Default; provided, further, 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 any Revolving Obligations is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligationsthe Claimholders. (b) The Notes Revolving Administrative Agent, for itself and on behalf of the other Revolving Claimholders, acknowledges and agrees that the Fixed Asset Documents of any Series may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Fixed Asset Obligations of such Series) and the Notes Fixed Asset Obligations of any Series may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Administrative Agent or the other Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, (x) the holders of such Refinancing debt Indebtedness (or their agent or trustee if such Refinancing Indebtedness is intended to be (and under the Revolving Loan Documents is permitted to be) secured by the Fixed Asset Priority Collateral on their behalf) bind themselves (in a writing addressed basis that is senior to the Revolving Liens thereon and by the Revolving Priority Collateral Agent for on a basis that is junior to the benefit of itself Revolving Liens thereon), and the Revolving Claimholderscollateral agent (or similar representative) of such holders, bind themselves to the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 9.3 and (y) after giving effect to such Refinancing, the existing Indenture is discharged and thereafter the agreement that Refinances the Indenture shall be the Indenture for all purposes hereof; provided further, however, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes Default; 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 any Fixed Asset Obligations is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligationsthe Claimholders. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree that each Notes Fixed Asset Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Administrative Agent): “Notwithstanding anything herein to the contrary, the Liens and security interests granted to the [ ], as Collateral Agent Agent, pursuant to this Agreement in any Collateral and the exercise of any right or remedy by the [ ], as Collateral Agent, with respect to any Collateral hereunder are subject to the provisions of the ABL Intercreditor Agreement, dated as of August 9, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”) among Xxxxxxx Xxxxx Bank USA, as Revolving Administrative Agent, Wilmington Trust, National Association, as Notes Collateral Agent, each Additional Junior Obligations Agent (as applicabledefined in the ABL Intercreditor Agreement) and each Additional Pari Passu Obligations Agent (as defined in the ABL Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement, the terms of the ABL Intercreditor Agreement shall govern and control.” (d) So long as the Discharge of Fixed Asset Obligations has not occurred, each Revolving Collateral Document shall include the following language (or similar language acceptable to the Designated Fixed Asset Collateral Agent): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Notes Collateral Agent/Revolving Collateral Agent], Administrative Agent pursuant to this Agreement in any Collateral and the exercise of any right or remedy by the [Notes Revolving Administrative Agent with respect to any Collateral Agent/Revolving Collateral Agent] hereunder, are subject to the provisions of the ABL Intercreditor Agreement Agreement, dated as of May 19August 9, 2017 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”), between Xxxxx Fargo Bankamong Xxxxxxx Sachs Bank USA, as Revolving Administrative Agent, Wilmington Trust, National Association, as the Revolving Notes Collateral Agent, each Additional Junior Obligations Agent (as defined in the ABL Intercreditor Agreement) and U.S. Bank National Association, each Additional Pari Passu Obligations Agent (as defined in the Notes Collateral AgentABL Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the ABL Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default has occurred and is continuing, in the event the Revolving Collateral Agent enters into any amendment, waiver or consent in respect of any of the Revolving Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and subject to the terms of Section 2.3 hereof) to any comparable provision (if any) of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under the terms of the Notes Collateral Documents, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes Collateral Agent acting at the direction of Notes Claimholders pursuant to the Notes Documents, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writing.

Amendments; Refinancings. (a) The Revolving Term Collateral Agent, for itself and on behalf of the other Term Claimholders, acknowledges and agrees that the ABL Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the ABL Obligations (or portions thereof)) and the Revolving ABL Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Term Collateral Agent or the Notes other Term Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt Indebtedness, and the collateral agent (or similar representative) of such holders, bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 9.3; provided, provided further, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Term Default; provided, further, 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 any ABL Obligations is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligationsthe Claimholders. (b) The Notes ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, acknowledges and agrees that the Term Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Term Obligations) and the Notes Term Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving ABL Collateral Agent or the Revolving 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 the CollateralRefinancing, the holders of such Refinancing debt Indebtedness, and the collateral agent (or their agent or trustee on their behalfsimilar representative) of such holders, bind themselves (in a writing addressed to the Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders) to the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 9.3; provided further, however, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes an ABL Default; 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 any Term Obligations is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligationsthe Claimholders. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes ABL Obligations has not occurred, the Revolving Borrowers and the Issuer agree that each Notes Term Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language substantially identical in substance or otherwise acceptable to the Revolving Collateral Agent or Notes ABL Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens Liens and security interests granted to the [Notes Xxxxxxx Xxxxx Bank USA, as Term Collateral Agent/Revolving Collateral Agent], pursuant to this Agreement in any Collateral and the exercise of any right or remedy by the [Notes Xxxxxxx Sachs Bank USA, as Term Collateral Agent/Revolving , with respect to any Collateral Agent] hereunder, hereunder are subject to the provisions of the ABL Intercreditor Agreement Agreement, dated as of May 19August 21, 2017 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as ABL Collateral Agent, Xxxxxxx Xxxxx Bank USA, as Term Collateral Agent, each Additional Junior Obligations Agent (as defined in the ABL Intercreditor Agreement) and each Additional Pari Passu Obligations Agent (as defined in the ABL Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement, the terms of the ABL Intercreditor Agreement shall govern and control.” (d) So long as the Discharge of Term Obligations has not occurred, each ABL Collateral Document shall include the following language (or language substantially identical in substance or otherwise acceptable to the Term Collateral Agent): “Notwithstanding anything herein to the contrary, the Liens and security interests granted to JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to this Agreement in any Collateral and the exercise of any right or remedy by JPMorgan Chase Bank, N.A., as Administrative Agent, with respect to any Collateral hereunder are subject to the provisions of the ABL Intercreditor Agreement, dated as of August 21, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo among JPMorgan Chase Bank, National Association, as the Revolving Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default has occurred and is continuing, in the event the Revolving Collateral Agent enters into any amendment, waiver or consent in respect of any of the Revolving Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and subject to the terms of Section 2.3 hereof) to any comparable provision (if any) of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under the terms of the Notes Collateral Documents, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes Collateral Agent acting at the direction of Notes Claimholders pursuant to the Notes Documents, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writing.,

Amendments; Refinancings. (a) The Revolving Loan First Lien Credit Facility Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connec- tion with a Refinancing of the First Lien Obligations (or portions thereof)) and the Revolving First Lien Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Collateral Agent or the Notes ClaimholdersClaimholders (except to the extent a consent is otherwise required to permit the Refinancing under the Notes Documents), all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt (or an author- ized agent or trustee on their behalf) bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Default; provided, further, 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 Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and as the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or their agent or trustee on their behalf) bind themselves (in a writing addressed to the Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders) to the terms of this Agreementshall reasonably request; provided further, however, that any such amendment, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes Default; 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 indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving the First Lien Obligations and the Notes Obligations. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree that each Notes Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent or Notes Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Notes Collateral Agent/Revolving Collateral Agent], pursuant to this Agreement and the exercise of any right or remedy by the [Notes Collateral Agent/Revolving Collateral Agent] hereunder, are subject to the provisions of the Intercreditor Agreement dated as of May 19, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Bank, National Association, as the Revolving Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default has occurred and is continuing, in the event the Revolving Collateral Agent enters into any amendment, waiver or consent in respect of any of the Revolving Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and subject to the terms of Section 2.3 hereof) to any comparable provision (if any) of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under the terms of the Notes Collateral Documents, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes Collateral Agent acting at the direction of Notes Claimholders pursuant to the Notes Documents, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writing.

Amendments; Refinancings. (a) The Revolving Loan Documents may be amended, restated, amended and restated, replaced, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Revolving Obligations (or portions thereof)) and the Revolving Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Collateral Agent or the Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this Agreement; provided, provided further, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Default; provided, further, 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 Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or their agent or trustee on their behalf) bind themselves (in a writing addressed to the Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders) to the terms of this Agreement; provided further, however, that any such amendment, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes Default; 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 indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all of the Claimholders. (b) The Notes Documents may be amended, restated, amended and restated, replaced, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Notes Obligations) and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving 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 bind themselves (in a writing addressed to the Revolving Obligations Collateral Agent for the benefit of itself and Notes Obligationsthe Revolving Claimholders) to the terms of this Agreement; provided further, however, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not, result in a Revolving Default; 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 of the Claimholders. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree Notes Collateral Agent agrees that each Notes Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent or Notes Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens Liens and security interests granted to the [Xxxxx Fargo Bank, National Association, as Notes Collateral Agent/Revolving Collateral Agent], pursuant to this Agreement in any Collateral and the exercise of any right or remedy by the [Xxxxx Fargo Bank, National Association, as Notes Collateral Agent/Revolving Agent with respect to any Collateral Agent] hereunder, are subject to the provisions of the Intercreditor Agreement Agreement, dated as of May 19October 21, 2017 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between among Deutsche Bank AG New York Branch, as Revolving Collateral Agent, Xxxxx Fargo Bank, National Association, as the Revolving Notes Collateral Agent, and U.S. Bank National Association, the Grantors (as defined in the Notes Collateral AgentIntercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default has occurred In connection with any Refinancing or replacement contemplated by this Section 5.3, this Agreement may be amended at the written request and is continuing, in the event the Revolving Collateral Agent enters into any amendment, waiver or consent in respect of any sole expense of the Revolving Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically Company (subject to any existing cushion or setback the provisions of clauses (a) and (b) above in such comparable Note Collateral Document provision and subject to the terms of this Section 2.3 hereof) to any comparable provision (if any) of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof5.3); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under the terms of the Notes Collateral Documents, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Revolving Collateral Agent or the Notes Collateral Agent acting at Agent, (i) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing or replacement indebtedness, (ii) to establish that Liens on any Notes Priority Collateral securing the direction of indebtedness being Refinanced or replaced shall have the same priority as the Liens on any Notes Claimholders pursuant to Priority Collateral securing the Notes DocumentsCollateral being Refinanced or replaced, and (iii) notice to establish that the Liens on any Revolving Priority Collateral securing such Refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Priority Collateral securing the indebtedness being Refinanced or replaced, all on the terms provided for herein immediately prior to such Refinancing or replacement. (e) So long as the Discharge of such amendmentNotes Obligations has not occurred, waiver the Revolving Collateral Agent agrees that each Revolving Collateral Document shall include the following language (or consent shall be given similar language acceptable to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification Agent): “Notwithstanding anything herein to the applicable contrary, the liens and security interests granted to the Revolving Collateral Agent pursuant to this Agreement in any Collateral and the exercise of any right or remedy by the Revolving Collateral Agent with respect to any Collateral hereunder, are subject to the provisions of the Intercreditor Agreement, dated as of October 21, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Deutsche Bank AG New York Branch, as Revolving Collateral Agent, Xxxxx Fargo Bank, National Association, as Notes Collateral Documents Agent and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall be approved by the Parent in writinggovern and control.”

Amendments; Refinancings. (a) The Revolving Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms and the Revolving Obligations may be RefinancedRefinanced in accordance with the terms of the Revolving Loan Documents, in each case without notice to, or the consent of, the Notes Collateral Term Loan Agent or the Notes Term Loan Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Default; provided, further, 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 Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or their agent or trustee an authorized representative on their behalf) bind themselves (in a writing addressed to the Revolving Collateral Term Loan Agent for the benefit of itself and the Revolving ClaimholdersTerm Loan Claimholders in a form reasonably acceptable to Term Loan Agent) to the terms of this Agreement; provided furtherAgreement (it being understood that no writing shall be required for any amendment, however, that modification or extension to or of the Revolving Credit Agreement (including any incurrence of indebtedness thereunder) if the holders of Indebtedness thereunder (or an authorized representative on their behalf) are parties to this Agreement at the time of such amendment, supplementmodification or extension, modification, or Refinancing shall not result in a Revolving Default or Notes Defaultas applicable); provided, 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 indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Term Loan Obligations. (b) The Term Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms and the Term Loan Obligations may be Refinanced in accordance with the terms of the Term Loan Documents, in each case without notice to, or the consent of, Revolving Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or an authorized representative on their behalf) bind themselves (in a writing addressed to Revolving Agent for the benefit of itself and the Revolving Claimholders in a form reasonably acceptable to Revolving Agent) to the terms of this Agreement (it being understood that no writing shall be required for any amendment, modification or extension to or of the Term Loan Agreement (including any incurrence of indebtedness thereunder) if the holders of Indebtedness thereunder (or an authorized representative on their behalf) are parties to this Agreement at the time of such amendment, modification or extension, as applicable); 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 Revolving Obligations and Term Loan Obligations. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree Term Loan Agent agrees that each Notes Term Loan Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent or Notes Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Notes Collateral Jefferies Finance LLC, as Term Loan Agent/Revolving Collateral Agent], pursuant to this Agreement and the exercise of any right or remedy by the [Notes Collateral Agent/Revolving Collateral Agent] Jefferies Finance LLC, as Term Loan Agent hereunder, are subject to the provisions of the Intercreditor Agreement Agreement, dated as of May 19September 28, 2017 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Bank, National AssociationManufacturers and Traders Trust company, as the Revolving Collateral Agent, Agent and U.S. Bank National AssociationJefferies Finance LLC, as the Notes Collateral Term Loan Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default the Discharge of Term Loan Obligations has occurred and is continuingnot occurred, in the event the Revolving Agent agrees that each Revolving Collateral Agent enters into any amendmentDocument shall include the following language (or similar language acceptable to Term Loan Agent): “Notwithstanding anything herein to the contrary, waiver or consent in respect the liens and security interests granted to Manufacturers and Traders Trust Company, as Revolving Agent, pursuant to this Agreement and the exercise of any of the right or remedy by Manufacturers and Traders Trust Company, as Revolving Collateral Documents for the purpose of adding toAgent, or deleting fromhereunder, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and are subject to the terms provisions of Section 2.3 hereof) the Intercreditor Agreement, dated as of September 28, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to any comparable provision (if any) time, the “Intercreditor Agreement”), between Manufacturers and Traders Trust Company, as Revolving Agent and Jefferies Finance LLC, as Term Loan Agent. In the event of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under conflict between the terms of the Notes Collateral DocumentsIntercreditor Agreement and the terms of this Agreement, (ii) any such amendment, waiver or consent that materially and adversely affects the rights terms of the Notes Claimholders Intercreditor Agreement shall govern and does not affect control.” (e) The parties hereto hereby acknowledge that Section 8.16 of the Term Loan Guarantee and Collateral Agreement, and Section 8.16 of the Revolving Claimholders Guarantee and Collateral Agreement, each as in a like or similar manner shall not apply to the Notes Collateral Documents without the consent effect as of the Notes Collateral Agent acting at date hereof, comply with the direction requirements of Notes Claimholders pursuant to the Notes Documents, (iiiSections 5.3(c) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writingd).

Amendments; Refinancings. (a) The Revolving Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Revolving Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Collateral Agent or the Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Default; provided, further, 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 Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent AgentLender or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or their agent or trustee on their behalf) bind themselves (in a writing addressed to the Revolving Collateral Agent AgentLender for the benefit of itself and the Revolving Claimholders) to the terms of this Agreement; provided further, however, that any such amendment, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes Default; 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 Revolving Obligations and Notes Obligations. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree that each Notes Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent AgentLender or Notes Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Notes Collateral Agent/Revolving Collateral AgentAgentLender], pursuant to this Agreement and the exercise of any right or remedy by the [Notes Collateral Agent/Revolving Collateral AgentAgentLender] hereunder, are subject to the provisions of the Intercreditor Agreement dated as of May 19, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Bank, National AssociationAssociationSiena Lending Group LLC, as the Revolving Collateral AgentAgentLender, and U.S. Bank National Association, as the Notes Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default has occurred and is continuing, in the event the Revolving Collateral Agent AgentLender enters into any amendment, waiver or consent in respect of any of the Revolving Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and subject to the terms of Section 2.3 hereof) to any comparable provision (if any) of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under the terms of the Notes Collateral Documents, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes Collateral Agent acting at the direction of Notes Claimholders pursuant to the Notes Documents, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writing.

Amendments; Refinancings. (a) The Revolving Term Collateral Agent, for itself and on behalf of the other Term Claimholders, acknowledges and agrees that the ABL Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the ABL Obligations (or portions thereof)) and the Revolving ABL Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Term Collateral Agent or the Notes other Term Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt Indebtedness, and the collateral agent (or similar representative) of such holders, bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 9.3; provided, provided further, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Term Default; provided, further, 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 any ABL Obligations is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligationsthe Claimholders. (b) The Notes ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, acknowledges and agrees that the Term Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Term Obligations) and the Notes Term Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving ABL Collateral Agent or the Revolving 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 the CollateralRefinancing, the holders of such Refinancing debt Indebtedness, and the collateral agent (or their agent or trustee on their behalfsimilar representative) of such holders, bind themselves (in a writing addressed to the Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders) to the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 9.3; provided further, however, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes an ABL Default; 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 any Term Obligations is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligationsthe Claimholders. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes ABL Obligations has not occurred, the Revolving Borrowers and the Issuer agree that each Notes Term Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent or Notes ABL Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens Liens and security interests granted to the [Notes Xxxxxxx Xxxxx Bank USA, as Term Collateral Agent/Revolving Collateral Agent], pursuant to this Agreement in any Collateral and the exercise of any right or remedy by the [Notes Xxxxxxx Sachs Bank USA, as Term Collateral Agent/Revolving , with respect to any Collateral Agent] hereunder, hereunder are subject to the provisions of the ABL Intercreditor Agreement Agreement, dated as of May 19April 30, 2017 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”), between among Xxxxxxx Xxxxx Fargo Bank, National AssociationBank USA, as the Revolving ABL Collateral Agent, and U.S. Xxxxxxx Sachs Bank National AssociationUSA, as the Notes Term Collateral Agent, each Additional Junior Obligations Agent (as defined in the ABL Intercreditor Agreement) and each Additional Pari Passu Obligations Agent (as defined in the ABL Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the ABL Intercreditor Agreement shall govern and control.” (d) So long as no Notes Default the Discharge of Term Obligations has occurred not occurred, each ABL Collateral Document shall include the following language (or similar language acceptable to the Term Collateral Agent): “Notwithstanding anything herein to the contrary, the Liens and is continuingsecurity interests granted to Xxxxxxx Xxxxx Bank USA, as ABL Collateral Agent, pursuant to this Agreement in any Collateral and the event the Revolving Collateral Agent enters into any amendment, waiver or consent in respect exercise of any of the Revolving right or remedy by Xxxxxxx Sachs Bank USA, as ABL Collateral Documents for the purpose of adding toAgent, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and hereunder are subject to the terms provisions of Section 2.3 hereofthe ABL Intercreditor Agreement, dated as of April 30, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”), among Xxxxxxx Xxxxx Bank USA, as ABL Collateral Agent, Xxxxxxx Sachs Bank USA, as Term Collateral Agent, each Additional Junior Obligations Agent (as defined in the ABL Intercreditor Agreement) and each Additional Pari Passu Obligations Agent (as defined in the ABL Intercreditor Agreement) from time to any comparable provision (if any) time party thereto. In the event of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under conflict between the terms of the Notes Collateral DocumentsABL Intercreditor Agreement and the terms of this Agreement, (ii) any such amendment, waiver or consent that materially and adversely affects the rights terms of the Notes Claimholders ABL Intercreditor Agreement shall govern and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes Collateral Agent acting at the direction of Notes Claimholders pursuant to the Notes Documents, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writingcontrol.”

Amendments; Refinancings. (a) The ABL Revolving Loan Documents may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the ABL Revolving Obligations (or portions thereof)) and the ABL Revolving Obligations Ob- ligations may be Refinanced, in each case without notice to, or the consent of, the Notes Collateral any Term Agent or the Notes ClaimholdersTerm Claimholders (except to the extent a consent is otherwise required to permit the Refinancing under the Term Documents), all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this Agreement; provided, further, that any such amendment, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Default; provided, further, 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 Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the CollateralRefinancing, the holders of such Refinancing debt (or their an author- ized agent or trustee on their behalf) bind themselves (in a writing addressed to the Revolving Collateral Agent Term Agents for the benefit of itself and the Revolving Term Claimholders) to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the ABL Revolving Collat- eral Agent or any Term Agent, as the case may be, shall reasonably request; provided further, however, that any such amendment, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes Default; 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 indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of the ABL Revolving Obligations and Notes the Term Obligations. (b) The Term Documents may be amended, restated, amended and restated, supple- mented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinanc- ing of the Term Obligations (or portions thereof)) and the Term Obligations may be Refinanced, in each case without notice to, or the consent of, the ABL Revolving Collateral Agent or the ABL Revolving Claimholders (except to the extent a consent is otherwise required to permit the Refinancing under the ABL Revolving Loan Documents), 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 an authorized agent or trustee on their behalf) bind themselves (in a writing addressed to the ABL Re- volving Collateral Agent for the benefit of itself and the ABL Revolving Claimholders) to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the ABL Revolving Collateral Agent or any Term Agent, as the case may be, shall reason- ably request; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collat- eral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of wheth- er 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 the ABL Revolving Obligations and the Term Obligations. (c) So long as each of the Discharge of ABL Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree that each Notes Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the ABL Revolving Collateral Agent or Notes Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens and security securi- ty interests granted to the [Notes [ ], as [ ] Collateral Agent/Revolving Collateral Agent], pursuant to this Agreement and the exercise of any right or remedy by the [Notes [ ], as [ ] Collateral Agent/Revolving Collateral Agent] Agent hereunder, are subject to the provisions of the Intercreditor Agreement Intercred- itor Agreement, dated as of May 19, 2017 [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Bank, National Associationamong [ ], as the ABL Revolving Collateral Agent, and U.S. The Bank National Associationof New York Mellon, as the Notes U.S. Collateral Agent, BNY Trust Company of Canada, as Notes Canadian Collateral Agent, [[ ], as First Lien Credit Facility Agent,] and the Grantors (as de- fined in the Intercreditor Agreement) from time to time party thereto. In the event of any conflict be- tween the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Inter- creditor Agreement shall govern and control.” (d) So long as the Discharge of Term Obligations has not occurred, each ABL Re- volving Collateral Document shall include the following language (or similar language acceptable to the Term Agents): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the ABL Revolving Collateral Agent pursuant to this Agreement and the exercise of any right or reme- dy by the ABL Revolving Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement, dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among [ ] as ABL Revolving Collateral Agent, The Bank of New York Mellon, as Notes U.S. Collateral Agent, BNY Trust Company of Canada, as Notes Canadian Collateral Agent, [[ ], as First Lien Credit Facility Agent,] and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (de) So long as no Notes Default has occurred In connection with any Refinancing or replacement contemplated by this Sec- tion 5.3, this Agreement shall be amended at the written request and is continuing, in the event the Revolving Collateral Agent enters into any amendment, waiver or consent in respect of any sole expense of the Revolving Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to Company (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and subject sub- ject to the terms provisions of clauses (a) and (b) above in this Section 2.3 hereof) to any comparable provision (if any) of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof5.3); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under the terms of the Notes Collateral Documents, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent of the Notes ABL Revolving Collateral Agent acting at or any Term Agent, (i) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing or replacement indebtedness, (ii) to establish that Liens on any Notes Priority Collateral securing the direction of indebtedness being Refinanced or replaced shall have the same pri- ority as the Liens on any Notes Claimholders pursuant to Priority Collateral securing the Notes DocumentsCollateral being Refinanced or replaced, (iii) notice of such amendment, waiver or consent shall be given to the Notes Collateral Agent no later than 10 days after its effectiveness, provided establish that the failure Liens on any ABL Revolving Priority Collateral securing such Refinancing or replacement indebtedness shall have the same priority as the Liens on any ABL Revolving Priority Col- lateral securing the indebtedness being Refinanced or replaced, all on the terms provided for herein im- mediately prior to give such notice shall not affect the effectiveness and validity thereof Refinancing or replacement and (iv) such amendment, waiver or modification to facilitate the inclusion of Pari Passu Lien Indebtedness without any further action by any other party thereto to the applicable Notes Collateral Documents shall extent such Pari Passu Lien In- debtedness is permitted to be approved by incurred under the Parent in writingABL Revolving Credit Agreement and the Indenture.

Amendments; Refinancings. (a) The Revolving Loan Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Revolving Obligations may be RefinancedRefinanced in accordance with the terms of the Revolving Loan Documents, in each case without notice to, or the consent of, the Notes Collateral Agent or the Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or an authorized representative or their behalf) bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes ClaimholdersClaimholders in a form reasonably acceptable to the Notes Collateral Agent) to the terms of this Agreement; provided, provided further, that any such amendment, supplement, modification, or Refinancing shall not result in a Notes Default or a Revolving Default; provided, further, that, if such Refinancing debt is secured by a Lien on any Collateral under 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 Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance with their terms and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or their agent or trustee on their behalf) bind themselves (in a writing addressed to the Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders) to the terms of this AgreementIndenture; provided further, however, that any such amendment, supplement, modification, or Refinancing shall not result in a Revolving Default or Notes Default; 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 indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of Revolving Obligations and Notes Obligations. (b) The Notes Documents may be amended, 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, Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing secured by the Collateral, the holders of such Refinancing debt (or an authorized representative or their behalf) bind themselves (in a writing addressed to Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders as the Revolving Collateral Agent shall reasonably request) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or Refinancing shall not, result in a Revolving Default under the Revolving 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 Revolving Obligations and Notes Obligations. (c) So long as each of the Discharge of Revolving Obligations and the Discharge of Notes Obligations has not occurred, the Revolving Borrowers and the Issuer agree Notes Collateral Agent agrees that each Notes Collateral Document and Revolving Collateral Document constituting a security agreement, pledge agreement or mortgage securing the Notes Obligations shall include the following language (or similar language acceptable to the Revolving Collateral Agent or Notes Collateral Agent, as applicable): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Xxxxx Fargo Bank, National Association, as Notes Collateral Agent/Revolving Collateral Agent], pursuant to this Agreement and the exercise of any right or remedy by the [Xxxxx Fargo Bank, National Association, as Notes Collateral Agent/Revolving Collateral Agent] Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of May 19October 13, 2017 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between UBS AG, Stamford Branch, as Revolving Collateral Agent and Xxxxx Fargo Bank, National Association, as the Revolving Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Revolving Claimholders and the Notes Claimholders, the terms of the Intercreditor Agreement shall govern and control.” (d) So long as no the Discharge of Notes Default Obligations has occurred and is continuingnot occurred, in the event the Revolving Collateral Agent enters into any amendmentagrees that each Revolving Collateral Document shall include the following language (or similar language acceptable to the Notes Collateral Agent): “Notwithstanding anything herein to the contrary, waiver or consent in respect the liens and security interests granted to UBS AG, Stamford Branch, as Revolving Collateral Agent, pursuant to this Agreement and the exercise of any of the right or remedy by UBS AG, Stamford, as Revolving Collateral Documents for the purpose of adding toAgent, or deleting fromhereunder, or waiving or consenting to any departures from any provision of any Revolving Collateral Document, in each case solely with respect to (x) any notice, delivery, maintenance, use or replacement obligation in respect of, (y) any obligation to provide control over and/or (z) the location of or general administration of, any Revolving Priority Collateral, then such amendment, waiver or consent shall apply automatically (subject to any existing cushion or setback in such comparable Note Collateral Document provision and are subject to the terms provisions of Section 2.3 hereof) the Intercreditor Agreement dated as of October 13, 2010 (as amended, restated, supplemented or otherwise modified from time to any comparable provision (if any) time, the “Intercreditor Agreement”), between UBS AG, Stamford Branch, as Revolving Collateral Agent and Xxxxx Fargo Bank, National Association, as Notes Collateral Agent. In the event of any of the Notes Collateral Documents without the consent of or action by any Notes Claimholder (with all such amendments, waivers and modifications subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Notes Collateral Document, except to the extent that a release of such Lien is permitted by Section 5.1, and provided that, there is a corresponding release of the Lien securing the Revolving Obligations, (B) imposing duties on the Notes Collateral Agent without its consent or the Notes Claimholders without their consent (C) permitting other Liens on the Collateral not permitted under conflict between the terms of the Notes Collateral DocumentsIntercreditor Agreement and the terms of this Agreement, (ii) any such amendment, waiver or consent the terms of the Intercreditor Agreement shall govern and control.” The parties hereto hereby acknowledge that materially and adversely affects the rights Section 26 of the Notes Claimholders and does not affect the Revolving Claimholders in a like or similar manner shall not apply to the Notes Collateral Documents without the consent Pledge Agreement, Section 7.15 of the Notes Collateral Agent acting at Security Agreement, Section 26 of the direction US Revolving Pledge Agreement and Section 7.15 of Notes Claimholders pursuant to the Notes DocumentsUS Revolving Security Agreement, (iii) notice each as in effect as of such amendmentthe date hereof, waiver or consent shall be given to comply with the Notes Collateral Agent no later than 10 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof and (iv) such amendment, waiver or modification to the applicable Notes Collateral Documents shall be approved by the Parent in writingrequirements of this Section 5.3(d).