Common use of Effect of Refinancing Clause in Contracts

Effect of Refinancing. (a) If the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (ai) If substantially contemporaneously with the Discharge of First Lien Obligations is being effected through a Refinancing; provided that ABL Debt, Grantors refinance in full the indebtedness outstanding under the ABL Documents in accordance with the provisions of Section 11.3(a), then after written notice to Term Loan Agent, (1A) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing refinancing of the then outstanding indebtedness under the ABL Documents shall automatically be treated as ABL Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (except as otherwise provided in Section 6.2) and (2B) the credit agreement and the other loan documents evidencing such new First Lien Obligations (indebtedness shall automatically be treated as the “New First Lien Documents”) do not effect an amendment, supplement or other modification of ABL Agreement and the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred ABL Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing Agreement and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) new ABL Agreement shall be deemed to be the First Lien ABL Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien new ABL Agent), the Second Lien Term Loan Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as Grantors or the New First Lien new ABL Agent or it may reasonably request in order to provide to the New First Lien new ABL Agent and the holders of the New First Lien Obligations the rights and powers obligations of ABL Agent contemplated hereby. (ii) If substantially contemporaneously with the Discharge of Term Loan Debt, Grantors refinance in full the indebtedness outstanding under the Term Loan Documents in accordance with the provisions of Section 11.3(a), then after written notice to ABL Agent, (A) the indebtedness and other obligations arising pursuant to such refinancing of the then outstanding indebtedness under the Term Loan Documents shall automatically be treated as Term Loan Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2B) the credit agreement and the other loan documents evidencing such New Second Lien Obligations (new indebtedness shall automatically be treated as the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of Term Loan Agreement and the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred Term Loan Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing Agreement and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) new Term Loan Agreement shall be deemed to be the Second Lien Term Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New Second Lien new Term Loan Agent), the First Lien ABL Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as Grantors or the New Second Lien new Term Loan Agent or it may reasonably request in order to provide to the New Second Lien new Term Loan Agent the rights and powers set forth herein; provided, that the failure obligations of the First Lien Term Loan Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementcontemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided that (1i) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the “First Lien Agent Agent” for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents herein and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementand conditions set forth herein. (b) If the Discharge Payment in Full of the Second Lien Obligations is being effected through a Refinancing; provided that (1i) the US Borrower or the Second Lien Agent (or the New Second Lien Agent) gives a prior written notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2ii) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge Payment in Full of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, the Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (ai) If substantially contemporaneously with the Discharge of First Lien Obligations is being effected through a Refinancing; provided that ABL Debt, Grantors refinance indebtedness outstanding under the ABL Documents in accordance with the provisions of Section 11.3(a), then after written notice to Term Loan Agent, (1A) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing refinancing of the then outstanding indebtedness under the ABL Documents shall automatically be treated as ABL Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (except as otherwise provided in Section 6.2) and (2B) the credit agreement and the other loan documents evidencing such new First Lien Obligations (indebtedness shall automatically be treated as the “New First Lien Documents”) do not effect an amendment, supplement or other modification of ABL Agreement and the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred ABL Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing Agreement and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) new ABL Agreement shall be deemed to be the First Lien ABL Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien new ABL Agent), the Second Lien Term Loan Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as Grantors or the New First Lien new ABL Agent may reasonably request in order to provide to the New First Lien new ABL Agent the rights of ABL Agent contemplated hereby. (ii) If substantially contemporaneously with the Discharge of Term Loan Debt, Grantors refinance indebtedness outstanding under the Term Loan Documents in accordance with the provisions of Section 11.3(a), then after written notice to ABL Agent, (A) the indebtedness and the holders other obligations arising pursuant to such refinancing of the New First then outstanding indebtedness under the Term Loan Documents shall automatically be treated as Term Loan Debt for all purposes of this Agreement, including for purposes of the Lien Obligations the priorities and rights and powers in respect of Collateral set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2B) the credit agreement and the other loan documents evidencing such New Second Lien Obligations (new indebtedness shall automatically be treated as the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of Term Loan Agreement and the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred Term Loan Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing Agreement and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) new Term Loan Agreement shall be deemed to be the Second Lien Term Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New Second Lien new Term Loan Agent), the First Lien ABL Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as Grantors or the New Second Lien new Term Loan Agent may reasonably request in order to provide to the New Second Lien new Term Loan Agent the rights and powers set forth herein; provided, that the failure of the First Lien Term Loan Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementcontemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of First Lien the Term Obligations or Revolving Obligations is being effected through a Refinancing; provided that (1i) the applicable First Lien Out Agent gives a notice of such Refinancing to the other First Out Agent and the Second Lien Out Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other documents evidencing incurrence of such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of Refinancing is permitted under the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1Out Credit Agreement, then (A) such Discharge Payment in Full of First Lien Term Obligations or Revolving Obligations, as applicable, shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Term Obligations” or “New Revolving Obligations”, as applicable) shall be treated as First Lien Term Obligations or Revolving Obligations, as applicable, for all purposes of this Agreement, (C) the documents governing such New First Lien Documents Term Obligations (the “New Term Loan Documents”) and/or the documents governing such New Revolving Obligations (the “New Revolving Loan Documents”) shall be treated as the First Lien Documents Out Loan Documents, under this Agreement and (D) the agent under the New First Lien Term Documents (the “New First Lien Term Agent”) or the New Revolving Loan Documents (the “New Revolving Agent”) shall be deemed to be the First Lien Term Agent or Revolving Agent, as applicable, for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Term Agent or New Revolving Agent, the Second Lien Out Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Term Agent and New Revolving Agent may reasonably request in order to provide to the New First Lien Out Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided. Additionally, that if the failure of Revolving Obligations and Term Obligations are not so refinanced at the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2) the credit agreement same time, and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendmentinitial First Out Loan Documents accordingly remain outstanding, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents Term Agent and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Revolving Agent, the First Lien Agent as applicable, shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien old Term Agent or old Revolving Agent, as applicable, may reasonably request in order to provide to or maintain substantially the New Second powers, restrictions and Lien Agent the rights and powers priorities set forth herein; provided. Notwithstanding the foregoing, that this Section 10.11 shall not apply if all then-existing Obligations of all Secured Parties are substantially simultaneously Refinanced or Paid in Full, in which case the failure of the First Lien Agent parties to such refinancings shall enter into new intercreditor arrangements, if any, acceptable to them at such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementtime. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent Creditor at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent Creditor shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent Creditor to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent Creditor gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the any agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent Creditor for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (ai) If substantially contemporaneously with the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1) Revolving Loan Obligations, the Borrowers refinance indebtedness outstanding under the Revolving Loan Documents in accordance with the provisions of Section 12.3(a), then after written notice to the First Lien Term Loan Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendmentIncremental Term Loan Agent, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations arising pursuant to such refinancing of the then outstanding indebtedness under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) Revolving Loan Documents shall automatically be treated as First Lien Revolving Loan Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (CB) the New First Lien Documents credit agreement and the other loan documents evidencing such new indebtedness shall automatically be treated as the First Lien Revolving Loan Agreement and the Revolving Loan Documents for all purposes of this Agreement and (DC) the agent under the New First Lien Documents (the “New First Lien Agent”) new Revolving Loan Agreement shall be deemed to be the First Lien Revolving Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New new the Revolving Loan Agent), each of the First Lien Agent, Term Loan Agent and the Second Lien Incremental Term Loan Agent shall promptly enter into such reasonable documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Borrowers or the new the Revolving Loan Agent may reasonably request in writing in order to provide to the New First Lien new the Revolving Loan Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this AgreementRevolving Loan Agent contemplated hereby. (bii) If substantially contemporaneously with the Discharge of Second First Lien Obligations is being effected through a Refinancing; provided that (1) Term Loan Obligations, the Second Lien Agent gives a notice of such Refinancing to Borrowers refinance indebtedness outstanding under the First Lien Agent at least 5 Business Days prior to such Refinancing and (2) Term Loan Documents in accordance with the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification provisions of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.212.3(a), then after written notice to the Revolving Loan Agent, (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations arising pursuant to such refinancing of then outstanding indebtedness under the credit documents evidencing such indebtedness (the “New Second First Lien Obligations”) Term Loan Documents shall automatically be treated as Second Lien Term Loan Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent including for all purposes of this Agreement. Upon receipt the Lien priorities and rights in respect of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers Collateral set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.,

Effect of Refinancing. (ai) If the Discharge indebtedness outstanding under the RCF Documents is refinanced in accordance with the provisions of First Lien Obligations is being effected through a Refinancing; provided that Section 6.2(a), then after written notice to the Term Loan Representative, (1A) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing refinancing of the then outstanding indebtedness under the RCF Documents shall automatically be treated as RCF Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (except as otherwise provided in Section 6.2) and (2B) the credit agreement and the other loan documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations indebtedness shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall automatically be treated as First Lien Obligations the RCF Agreement and as RCF Documents for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) new RCF Agreement shall be deemed to be the First Lien Agent RCF Representative for all purposes of this Agreement, and (D) the lenders under the new RCF Agreement shall be deemed to be RCF Creditors for all purposes under this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien Agentnew RCF Representative), the Second Lien Agent Term Loan Representative shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent Loan Parties or the new RCF Representative may reasonably request (at the sole cost and expense of the Loan Parties) in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations new RCF Representative the rights and powers obligations of the RCF Representative contemplated hereby. (ii) If the indebtedness outstanding under the Term Loan Documents is refinanced in accordance with the provisions of Section 6.2(a), then after written notice to the RCF Representative, (A) the indebtedness and other obligations arising pursuant to such refinancing of the then outstanding indebtedness under the Term Loan Documents shall automatically be treated as Term Loan Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2B) the credit agreement and the other loan documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations new indebtedness shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall automatically be treated as Second Lien Obligations the Term Loan Agreement and as Term Loan Documents for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) new Term Loan Agreement shall be deemed to be the Second Lien Agent Term Loan Representative for all purposes of this Agreement, and (D) the lenders under the new Term Loan Agreement shall be deemed to be Term Loan Creditors for all purposes under this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New Second Lien Agentnew Term Loan Representative), the First Lien Agent RCF Representative shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent Loan Parties or the new Term Loan Representative may reasonably request (at the Loan Parties’ sole cost and expense) in order to provide |US-DOCS\149079678.29|| to the New Second Lien Agent new Term Loan Representative the rights and powers set forth herein; provided, that the failure obligations of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this AgreementTerm Loan Representative contemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (ai) If substantially contemporaneously with the Discharge of First Lien Obligations is being effected through a Refinancing; provided that Revolving Loan Priority Debt, the Revolving Loan Borrowers refinance indebtedness outstanding under the Revolving Loan Documents in accordance with the provisions of Section 11.3(a), then after written notice to Term Loan Agent, (1i) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing refinancing of the then outstanding indebtedness under the Revolving Loan Documents shall automatically be treated as Revolving Loan Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other loan documents evidencing such new First Lien Obligations (indebtedness shall automatically be treated as the “New First Lien Documents”) do not effect an amendment, supplement or other modification of Revolving Loan Agreement and the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred Revolving Loan Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents Agreement and (Diii) the agent under the New First Lien Documents (the “New First Lien Agent”) new Revolving Loan Agreement shall be deemed to be the First Lien Revolving Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien new Revolving Loan Agent), the Second Lien Term Loan Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Revolving Loan Borrowers or the new Revolving Loan Agent may reasonably request in order to provide to the New First Lien new Revolving Loan Agent the rights of Revolving Loan Agent contemplated hereby. (ii) If substantially contemporaneously with the Discharge of Term Loan Priority Debt, the Term Loan Borrowers refinance indebtedness outstanding under the Term Loan Documents in accordance with the provisions of Section 11.3(a), then after written notice to Revolving Loan Agent, (i) the indebtedness and the holders other obligations arising pursuant to such refinancing of the New First then outstanding indebtedness under the Term Loan Documents shall automatically be treated as Term Loan Debt for all purposes of this Agreement, including for purposes of the Lien Obligations the priorities and rights and powers in respect of Collateral set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2ii) the credit agreement and the other loan documents evidencing such New Second Lien Obligations (new indebtedness shall automatically be treated as the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of Term Loan Agreement and the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred Term Loan Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents Agreement and (Diii) the agent under the New Second Lien Documents (the “New Second Lien Agent”) new Term Loan Agreement shall be deemed to be the Second Lien Term Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New Second Lien new Term Loan Agent), the First Lien Term Loan Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Term Loan Borrowers or the new Term Loan Agent may reasonably request in order to provide to the New Second Lien new Term Loan Agent the rights and powers set forth herein; provided, that the failure of the First Lien Term Loan Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementcontemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (ai) If substantially contemporaneously with the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1Revolving Loan Debt, Revolving Loan Borrower refinances indebtedness outstanding under the Revolving Loan Documents in accordance with the provisions of Section 9.3(a) hereof, then after written notice to Merger Loan Agent, the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification refinancing of the terms of then outstanding indebtedness under the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations Revolving Loan Documents shall automatically be deemed not to have occurred treated as Revolving Loan Debt for all purposes of this Agreement, (B) including for purposes of the indebtedness under such Refinancing Lien priorities and all other obligations under rights in respect of Collateral set forth herein, the credit agreement and the other loan documents evidencing such new indebtedness (the “New First Lien Obligations”) shall automatically be treated as First Lien Obligations the Revolving Loan Agreement and the Revolving Loan Documents for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents Agreement and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) new Revolving Loan Agreement shall be deemed to be the First Lien Agent Revolving Loan Lender for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien Agentnew Revolving Loan Lender), the Second Lien Merger Loan Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as Revolving Loan Borrower or the New First Lien Agent new Revolving Loan Lender may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect new Revolving Loan Lender the rights of the party that consummates the Refinancing to rely on and enforce the terms of this AgreementRevolving Loan Lender contemplated hereby. (bii) If substantially contemporaneously with the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1Merger Loan Debt, Merger Loan Borrower refinances indebtedness outstanding under the Merger Loan Documents in accordance with the provisions of Section 9.3(a) hereof, then after written notice to Revolving Loan Lender, the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification refinancing of the terms of then outstanding indebtedness under the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations Merger Loan Documents shall automatically be deemed not to have occurred treated as Merger Loan Debt for all purposes of this Agreement, (B) including for purposes of the indebtedness under such Refinancing Lien priorities and all other obligations under rights in respect of Collateral set forth herein, the credit agreement and the other loan documents evidencing such new indebtedness (the “New Second Lien Obligations”) shall automatically be treated as Second Lien Obligations the Merger Loan Agreement and the Merger Loan Documents for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents Agreement and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) new Merger Loan Agreement shall be deemed to be the Second Lien Merger Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New Second Lien new Merger Loan Agent), the First Lien Agent Revolving Loan Lender shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as Merger Loan Borrower or the New Second Lien new Merger Loan Agent may reasonably request in order to provide to the New Second Lien new Merger Loan Agent the rights and powers set forth herein; provided, that the failure of the First Lien Merger Loan Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementcontemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge of First Lien ABL Obligations is being effected through a Refinancing; , provided that (1) the First Lien ABL Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days Term Lender prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien ABL Obligations (the “New First Lien ABL Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien ABL Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien ABL Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien ABL Obligations”) shall be treated as First Lien ABL Obligations (or Excess ABL Obligations, as the case may be) for all purposes of this Agreement, (C) the New First Lien ABL Documents shall be treated as the First Lien ABL Documents and (D) the agent (or, if not a syndicated credit, the lender) under the New First Lien ABL Documents (the “New First Lien ABL Agent”) shall be deemed to be the First Lien ABL Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien ABL Agent, the Second Lien Agent Term Lender shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien ABL Agent may reasonably request in order to provide to the New First Lien ABL Agent and the holders of the New First Lien ABL Obligations the rights and powers set forth herein; provided, provided that the failure of the Second Lien Agent Term Lender to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Term Loan Obligations is being effected through a Refinancing; , provided that (1) the Second Lien Agent Term Lender gives a notice of such Refinancing to the First Lien ABL Agent at least 5 Business Days prior to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Term Loan Obligations (the “New Second Lien Term Loan Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Term Loan Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Term Loan Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Term Loan Obligations”) shall be treated as Second Lien Term Loan Obligations for all purposes of this Agreement, (C) the New Second Lien Term Loan Documents shall be treated as the Second Lien Term Loan Documents and (D) the agent lender (or, if a syndicated credit, the agent) under the New Second Lien Term Loan Documents (the “New Second Lien AgentTerm Lender”) shall be deemed to be the Second Lien Agent Term Lender for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien AgentTerm Lender, the First Lien ABL Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent Term Lender may reasonably request in order to provide to the New Second Lien Agent Term Lender the rights and powers set forth herein; provided, provided that the failure of the First Lien ABL Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien ABL Agent or any New Second Lien Agent Term Lender is appointed to provide that the New First Lien ABL Agent or New Second Lien AgentTerm Lender, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) provided, that, the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent and Third Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge Payment in Full of the Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2) provided, that, the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge Payment in Full of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent and Third Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein. (c) If the Payment in Full of the Third Lien Obligations is being effected through a Refinancing; provided, that, the credit agreement and the other documents evidencing such New Third Lien Obligations (the “New Third Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Third Lien Obligations in a manner that is prohibited by Section 4.3, then (A) such Payment in Full of Third Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the failure indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Third Lien Obligations”) shall be treated as Third Lien Obligations for all purposes of this Agreement, (C) the New Third Lien Documents shall be treated as the Third Lien Documents and (D) the agent under the New Third Lien Documents (the “New Third Lien Agent”) shall be deemed to be the Third Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Third Lien Agent, the First Lien Agent to and Second Lien Agent shall promptly enter into such documents and agreements shall not affect (including amendments or supplements to this Agreement) as the New Third Lien Agent may reasonably request in order to provide to the New Third Lien Agent the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementpowers set forth herein. (cd) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent, any New Second Lien Agent or any New Second Third Lien Agent is appointed to provide that the New First Lien Agent, New Second Lien Agent or New Second Third Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge If substantially contemporaneously with the Payment in Full of First Lien Obligations shall be deemed not ABL Obligations, the Indebtedness outstanding under the ABL Documents is refinanced in accordance with the provisions of Section 5.2(d)(i), then after written notice to have occurred for all purposes of this Agreementthe Note Agent, (BA) the indebtedness under such Refinancing Indebtedness and all other obligations arising pursuant to such refinancing of the then outstanding Indebtedness under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) ABL Documents shall automatically be treated as First Lien ABL Obligations for all purposes of this Agreement, including for purposes of the Lien Priorities and rights in respect of Collateral set forth herein, (CB) the New First Lien Documents credit or loan agreement and the other loan documents evidencing such new Indebtedness shall automatically be treated as the First Lien ABL Credit Agreement and ABL Documents for all purposes of this Agreement and (DC) the agent under the New First Lien Documents (the “New First Lien Agent”) new ABL Credit Agreement shall be deemed to be the First Lien ABL Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien new ABL Agent), the Second Lien Note Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Borrowers or the new ABL Agent may reasonably request in order to provide to the New First Lien new ABL Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this AgreementABL Agent contemplated hereby. (bB) If substantially contemporaneously with the Discharge Payment in Full of Second Lien Obligations Note Obligations, the Indebtedness outstanding under the Note Documents is being effected through a Refinancing; provided that (1) refinanced in accordance with the Second Lien Agent gives a provisions of Section 5.2(d)(i), then after written notice of such Refinancing to the First Lien Agent at least 5 Business Days prior ABL Agent, (A)the Indebtedness and other obligations arising pursuant to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification refinancing of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations outstanding Indebtedness under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) Note Documents shall automatically be treated as Second Lien Note Obligations for all purposes of this Agreement, including for purposes of the Lien Priorities and rights in respect of Collateral set forth herein, (CB) the New Second Lien Documents credit or loan agreement and the other loan documents evidencing such new Indebtedness shall automatically be treated as the Second Lien Indenture and Note Documents for all purposes of this Agreement and (DC) the agent under the New Second Lien Documents (the “New Second Lien Agent”) new Indenture shall be deemed to be the Second Lien Note Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New Second Lien new Note Agent), the First Lien ABL Agent shall promptly enter ​ ​ into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Borrowers or the new Note Agent may reasonably request in order to provide to the New Second Lien new Note Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this AgreementNote Agent contemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of any Series of First Lien Obligations is being effected through a Refinancing; provided that (1) that, the First Lien Agent Series Representative of such Series of First Lien Obligations gives a written notice of such Refinancing to the Second Lien Agent Agents at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1Refinancing, then (A) such Discharge of the First Lien Obligations being Refinanced shall not be deemed not to have occurred Paid in Full for all any purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents new First Lien Documents (the “New First Lien Documents”) evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and Documents, (D) (x) in the case of a Refinancing of all First Lien Obligations, all First Lien Obligations under the First Lien Loan Agreement and related First Lien Documents or other Series of First Lien Obligations in respect of which the Series Representative is the First Lien Agent hereunder, the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement, and (y) in the case of a Refinancing of any other Series of First Lien Obligations, the agent under the New First Lien Documents shall be deemed to be the new Series Representative for such Series of First Lien Obligations and shall execute an Intercreditor Joinder Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the any New First Lien Agent, the Second Lien Agent shall and each other Series Representatives shall, at Holdings’ expense, promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge Payment in Full of any Series of the Second Lien Obligations is being effected through a Refinancing; provided that (1) that, the Second Lien Agent Series Representative of such Series of Second Lien Obligations gives a written notice of such Refinancing to the First Lien Agent Agents at least 5 Business Days prior to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2Refinancing, then (A) such Discharge of the Second Lien Obligations being Refinanced shall not be deemed not to have occurred Paid in Full for all any purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents new Second Lien Documents (the “New Second Lien Documents”) evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and Documents, (D) (x) in the case of a Refinancing of all Second Lien Obligations, all Second Lien Obligations under the Indenture and related Second Lien Documents or other Series of Second Lien Obligations in respect of which the Series Representative is the Second Lien Agent hereunder, the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement, and (y) in the case of a Refinancing of any other Series of Second Lien Obligations, the agent under the New Second Lien Documents shall be deemed to be the new Series Representative for such Series of Second Lien Obligations and shall execute an Intercreditor Joinder Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the any New Second Lien Agent, the First Lien Agent shall and each other Series Representatives shall, at Holdings’ expense, promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (i) If substantially contemporaneously with the Discharge of Revolving Loan Debt, B&L Supply refinances indebtedness outstanding under the Revolving Loan Documents in accordance with the provisions of Section 10.3(a), then after written notice to Notes Agent, (a) If the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing refinancing of the then outstanding indebtedness under the Revolving Loan Documents shall automatically be treated as Revolving Loan Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (except as otherwise provided in Section 6.2) and (2b) the credit agreement and the other loan documents evidencing such new First Lien Obligations (indebtedness shall automatically be treated as the “New First Lien Documents”) do not effect an amendment, supplement or other modification of Revolving Loan Agreement and the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred Revolving Loan Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents Agreement and (Dc) the agent under the New First Lien Documents (the “New First Lien Agent”) new Revolving Loan Agreement shall be deemed to be the First Lien Revolving Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien new Revolving Loan Agent), the Second Lien Notes Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as B&L Supply or the New First Lien new Revolving Loan Agent may reasonably request in order to provide to the New First Lien new Revolving Loan Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this AgreementRevolving Loan Agent contemplated hereby. (bii) If substantially contemporaneously with the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that Notes Debt, B&L Supply refinances indebtedness outstanding under the Notes Documents in accordance with the provisions of Section 10.3(a), then after written notice to Revolving Loan Agent, (1d) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification refinancing of the terms of then outstanding indebtedness under the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations Notes Documents shall automatically be deemed not to have occurred treated as Notes Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (Be) the indebtedness under such Refinancing indenture, credit agreement and all the other obligations under the credit loan or note documents evidencing such new indebtedness (the “New Second Lien Obligations”) shall automatically be treated as Second Lien Obligations the Indenture and the Notes Documents for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents Agreement and (Df) the agent or trustee under the New Second Lien Documents (the “New Second Lien Agent”) new Indenture shall be deemed to be the Second Lien Notes Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New Second Lien new Notes Agent), the First Lien Revolving Loan Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as B&L Supply or the New Second Lien new Notes Agent may reasonably request in order to provide to the New Second Lien new Notes Agent the rights and powers set forth herein; provided, that the failure of the First Lien Notes Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementcontemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided that (1i) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge Payment in Full of the Second Lien Obligations is being effected through a Refinancing; provided that (1i) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2ii) the credit agreement (or securities purchase agreement) and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge Payment in Full of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness New Second Lien Documents (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the collateral agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (ai) If substantially contemporaneously with the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1) Revolving Loan Obligations, the Borrowers refinance indebtedness outstanding under the Revolving Loan Documents in accordance with the provisions of Section 12.3(a), then after written notice to the First Lien Term Loan Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendmentIncremental Term Loan Agent, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations arising pursuant to such refinancing of the then outstanding indebtedness under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) Revolving Loan Documents shall automatically be treated as First Lien Revolving Loan Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (CB) the New First Lien Documents credit agreement and the other loan documents evidencing such new indebtedness shall automatically be treated as the First Lien Revolving Loan Agreement and the Revolving Loan Documents for all purposes of this Agreement and (DC) the agent under the New First Lien Documents (the “New First Lien Agent”) new Revolving Loan Agreement shall be deemed to be the First Lien Revolving Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New new the Revolving Loan Agent), each of the First Lien Term Loan Agent and the Incremental Term Loan Agent shall promptly enter into such reasonable documents and agreements (including amendments or supplements to this Agreement) as the Borrowers or the new the Revolving Loan Agent may request in writing in order to provide to the new the Revolving Loan Agent the rights of the Revolving Loan Agent contemplated hereby. (ii) If substantially contemporaneously with the Discharge of First Lien Term Loan Obligations, the Borrowers refinance indebtedness outstanding under the First Lien Term Loan Documents in accordance with the provisions of Section 12.3(a), then after written notice to the Revolving Loan Agent, (A) the Second indebtedness and other obligations arising pursuant to such refinancing of then outstanding indebtedness under the First Lien Term Loan Documents shall automatically be treated as Term Loan Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (B) the credit agreement and the other loan documents evidencing such new indebtedness shall automatically be treated as the First Lien Term Loan Agreement and the First Lien Term Loan Documents for all purposes of this Agreement and (C) the agent under the new First Lien Term Loan Agreement shall be deemed to be the applicable First Lien Term Loan Agent for all purposes of this Agreement. Upon receipt of notice of such refinancing (including the identity of the new First Lien Term Loan Agent), such First Lien Term Loan Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Borrowers or the new First Lien Term Loan Agent may reasonably request in writing in order to provide to the New new First Lien Term Loan Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Term Loan Agent at least 5 Business Days prior to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementcontemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (ai) If substantially contemporaneously with the Discharge of First Lien Obligations is being effected through a Refinancing; provided that Revolving Loan Debt, B&L Supply refinances indebtedness outstanding under the Revolving Loan Documents in accordance with the provisions of Section 10.3(a), then after written notice to Notes Agent, (1A) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing refinancing of the then outstanding indebtedness under the Revolving Loan Documents shall automatically be treated as Revolving Loan Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (except as otherwise provided in Section 6.2) and (2B) the credit agreement and the other loan documents evidencing such new First Lien Obligations (indebtedness shall automatically be treated as the “New First Lien Documents”) do not effect an amendment, supplement or other modification of Revolving Loan Agreement and the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred Revolving Loan Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing Agreement and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) new Revolving Loan Agreement shall be deemed to be the First Lien Revolving Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien new Revolving Loan Agent), the Second Lien Notes Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as B&L Supply or the New First Lien new Revolving Loan Agent may reasonably request in order to provide to the New First Lien new Revolving Loan Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this AgreementRevolving Loan Agent contemplated hereby. (bii) If substantially contemporaneously with the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) Notes Debt, B&L Supply refinances indebtedness outstanding under the Second Lien Agent gives a notice Notes Documents in accordance with the provisions of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.210.3(a), then after written notice to Revolving Loan Agent, (A) the indebtedness and other obligations arising pursuant to such Discharge refinancing of Second Lien Obligations the then outstanding indebtedness under the Notes Documents shall automatically be deemed not to have occurred treated as Notes Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (B) the indebtedness under such Refinancing indenture, credit agreement and all the other obligations under the credit loan or note documents evidencing such new indebtedness (the “New Second Lien Obligations”) shall automatically be treated as Second Lien Obligations the Indenture and the Notes Documents for all purposes of this Agreement, Agreement and (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent or trustee under the New Second Lien Documents (the “New Second Lien Agent”) new Indenture shall be deemed to be the Second Lien Notes Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New Second Lien new Notes Agent), the First Lien Revolving Loan Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as B&L Supply or the New Second Lien new Notes Agent may reasonably request in order to provide to the New Second Lien new Notes Agent the rights and powers set forth herein; provided, that the failure of the First Lien Notes Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementcontemplated hereby. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided provided, that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the trustee or agent under the New First Lien Documents (the “New First Lien AgentTrustee”) shall be deemed to be the First Lien Agent Trustee for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien AgentTrustee, the Second Lien Trustee and Credit Agreement Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent Trustee may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations Trustee the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge Payment in Full of the Second Lien Obligations is being effected through a Refinancing; provided provided, that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge Payment in Full of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the trustee or agent under the New Second Lien Documents (the “New Second Lien AgentTrustee”) shall be deemed to be the Second Lien Agent Trustee for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien AgentTrustee, the First Lien Trustee and Credit Agreement Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent Trustee may reasonably request in order to provide to the New Second Lien Trustee the rights and powers set forth herein. (c) If the Payment in Full of the Third Lien Obligations is being effected through a Refinancing; provided, that the credit agreement and the other documents evidencing such New Third Lien Obligations (the “New Third Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Third Lien Obligations in a manner that is prohibited by Section 4.3, then (A) such Payment in Full of Third Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Third Lien Obligations”) shall be treated as Third Lien Obligations for all purposes of this Agreement, (C) the New Third Lien Documents shall be treated as the Third Lien Documents and (D) the trustee or agent under the New Third Lien Documents (the “New Third Lien Agent”) shall be deemed to be the Credit Agreement Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Third Lien Agent, the First Lien Trustee and Second Lien Trustee shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Third Lien Agent may reasonably request in order to provide to the New Third Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (cd) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent Trustee, any New Second Lien Trustee or any New Second Third Lien Agent is appointed to provide that the New First Lien Agent or Trustee and other First Lien Creditors thereunder, New Second Lien AgentTrustee and other Second Lien Creditors thereunder, or New Third Lien Agent and other Third Lien Creditors thereunder, as applicable, agrees agree to be bound by the terms of this Agreement.

Effect of Refinancing. (ai) If substantially contemporaneously with the Discharge of First Lien Obligations is being effected through a Refinancing; provided that Revolving Loan Debt, Companies refinance indebtedness outstanding under the Revolving Loan Documents in accordance with the provisions of Section 11.3(a), then after written notice to the Collateral Agent, (1i) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior indebtedness and other obligations arising pursuant to such Refinancing refinancing of the then outstanding indebtedness under the Revolving Loan Documents shall automatically be treated as Revolving Loan Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other loan documents evidencing such new First Lien Obligations (indebtedness shall automatically be treated as the “New First Lien Documents”) do not effect an amendment, supplement or other modification of Revolving Loan Agreement and the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred Revolving Loan Documents for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents Agreement and (Diii) the agent under the New First Lien Documents (the “New First Lien Agent”) new Revolving Loan Agreement shall be deemed to be the First Lien Revolving Loan Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include such refinancing (including the identity of the New First Lien new Revolving Loan Agent), the Collateral Agent (acting on the instructions of the ROW Instructing Group) shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as Companies or the new Revolving Loan Agent may reasonably request in order to provide to the new Revolving Loan Agent the rights of the Revolving Loan Agent contemplated hereby. (ii) If substantially contemporaneously with the Discharge of ROW Debt, Companies refinance indebtedness outstanding under the ROW Debt Documents in accordance with the provisions of Section 11.3(a), then after written notice to the Revolving Loan Agent, (i) the Second indebtedness and other obligations arising pursuant to such refinancing of the then outstanding indebtedness under the ROW Debt Documents shall automatically be treated as ROW Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (ii) the credit agreement and the documents evidencing such new indebtedness shall automatically be treated as the ROW Debt Documents for all purposes of this Agreement and (iii) the security agent under the new ROW Debt Documents shall be deemed to be the Collateral Agent for all purposes of this Agreement. Upon receipt of notice of such refinancing (including the identity of the new Collateral Agent), the Collateral Agent (acting on the instructions of the ROW Instructing Group) shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Companies or the new Collateral Agent (acting on the instructions of the ROW Instructing Group) may reasonably request in order to provide to the New First Lien new Collateral Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this AgreementCollateral Agent contemplated hereby. (b) If the Discharge of Second Lien Obligations is being effected through a Refinancing; provided that (1) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent at least 5 Business Days prior to such Refinancing and (2) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “New Second Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents and (D) the agent under the New Second Lien Documents (the “New Second Lien Agent”) shall be deemed to be the Second Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent or any New Second Lien Agent is appointed to provide that the New First Lien Agent or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided that (1i) the First Lien Agent gives a Borrower give written notice of such Refinancing to the Second Lien Agent at least 5 2 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other documents evidencing such new First Lien Obligations (the “"New First Lien Documents”") do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “"New First Lien Obligations”") shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents for all purposes of this Agreement and (D) the agent agents under the New First Lien Documents (the “"New First Lien Agent”Agents") shall be deemed to be the First Lien Agent Agents for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien AgentAgents, the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent Agents may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations Agents the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (b) If the Discharge Payment in Full of the Second Lien Obligations is being effected through a Refinancing; provided that (1i) the Second Lien Agent gives a notice of such Refinancing to the First Lien Agent Agents at least 5 2 Business Days prior to such Refinancing and (2ii) the credit agreement and the other documents evidencing such New Second Lien Obligations (the “"New Second Lien Documents”") do not effect an amendment, supplement or other modification of the terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Discharge Payment in Full of Second Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “"New Second Lien Obligations”") shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien Documents for all purposes of this Agreement and (D) the agent under the New Second Lien Documents (the “"New Second Lien Agent”") shall be deemed to be the Second Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Agent, the First Lien Agent Agents shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Agent may reasonably request in order to provide to the New Second Lien Agent the rights and powers set forth herein; provided, that the failure of the First Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement. (c) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Agent Agents or any New Second Lien Agent is appointed to provide that the New First Lien Agent Agents or New Second Lien Agent, as applicable, agrees to be bound by the terms of this Agreement.