Common use of Modifications to ABL Documents and Shared Collateral Documents Clause in Contracts

Modifications to ABL Documents and Shared Collateral Documents. (a) The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, hereby agree that, without affecting the obligations of the Shared Collateral Agent and the Shared Collateral Secured Parties hereunder, the ABL Agent and the ABL Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to the Shared Collateral Agents or any Shared Collateral Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the Shared Collateral Agent or any Shared Collateral Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the ABL Obligations or otherwise amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the ABL Obligations or any of the ABL Documents; (ii) subject to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the ABL Obligations, and in connection therewith to enter into any additional ABL Documents; (iii) amend, or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations of any Person obligated in any manner under or in respect of the ABL Obligations; (iv) release its Lien on any ABLShared Collateral or other Property; (v) exercise or refrain from exercising any rights against any Loan Party or any other Person; (vi) subject to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the ABL Obligations; and (vii) otherwise manage and supervise the ABL Obligations as the ABL Agent shall deem appropriate; provided, however, that no such amendment, supplement or modification shall (x) in the case of the Tranche A Borrowing Base, result in increasing the “Inventory Advance Rate” thereunder to more than 95% and (y) in the case of the Tranche A-1 Borrowing BaseIncremental Availability, result in increasing the “Inventory Advance Rate” thereunder to more than 100%. (b) The ABL Agent, on behalf of the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Shared Collateral Agents and the Shared Collateral Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Shared Collateral Documents in any manner whatsoever, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Shared Collateral Obligations or otherwise amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the Shared Collateral Obligations or any of the Shared Collateral Documents; (ii) subject to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the Shared Collateral Obligations, and in connection therewith to enter into any additional Shared Collateral Documents; (iii) amend, or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations of any Person obligated in any manner under or in respect of the Shared Collateral Obligations; (iv) exercise or refrain from exercising any rights against Loan Party or any other Person; (v) subject to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Shared Collateral Obligations; (vi) release its Lien on any ABLShared Collateral, Non-Shared Collateral or other Property and take any action in respect of any of the Non-Shared Collateral; and (vii) otherwise manage and supervise the Shared Collateral Obligations as the Shared Collateral Agents shall deem appropriate. (c) No consent furnished by the ABL Agent or the Shared Collateral Agents pursuant to Sections 5.2(a) or 5.2(b) hereof shall be deemed to constitute the modification or waiver of any provisions of the ABL Documents or the Shared Collateral Documents, each of which remain in full force and effect as written. (d) The ABL Obligations and each of the Shared Collateral Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is required to permit the refinancing transaction under any ABL Document or any Shared Collateral Document) of the ABL Agent, the ABL Lenders, the Shared Collateral Agents or the Shared Collateral Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof and the terms of this Agreement would apply to such refinancing Indebtedness and the holders thereof, mutatis mutandis, provided, however, that (i) the holders of such refinancing Indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the ABL Agent or the applicable Shared Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the ABL Agent or the applicable Shared Collateral Agent, as the case may be, and any such refinancing transaction shall be in accordance with any applicable provisions of both the ABL Documents and the Shared Collateral Documents, and (ii) no such refinancing shall have any effect prohibited by Section 5.2(a) or 5.2(b), as applicable. and (iii) such refinancing Indebtedness may provide for a lien that is junior in priority to the Lien Priorities provided for herein. The Parties hereto hereby authorize the Agents to make technical amendments to this Agreement in order to effectuate any of the foregoing.

Modifications to ABL Documents and Shared Collateral Documents. (a) The Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties, hereby agree that, without affecting the obligations of the Shared Collateral Agent and the Shared Collateral Secured Parties hereunder, the ABL Agent and the ABL Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to the Shared Collateral Agents or any Shared Collateral Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the Shared Collateral Agent or any Shared Collateral Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the ABL Obligations or otherwise amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the ABL Obligations or any of the ABL Documents; (ii) subject to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the ABL Obligations, and in connection therewith to enter into any additional ABL Documents; (iii) amend, or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations of any Person obligated in any manner under or in respect of the ABL Obligations; (iv) release its Lien on any ABLShared ABL Collateral or other Property; (v) exercise or refrain from exercising any rights against any Loan Party or any other Person; (vi) subject to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the ABL Obligations; and (vii) otherwise manage and supervise the ABL Obligations as the ABL Agent shall deem appropriate; provided, however, that no such amendment, supplement or modification shall (x) in the case of the Tranche A Borrowing Base, result in increasing the “Inventory Advance Rate” thereunder to more than 95% and (y) in the case of the Tranche A-1 Borrowing BaseIncremental AvailabilityBase, result in increasing the “Inventory Advance Rate” thereunder to more than 100%. (b) The ABL Agent, on behalf of the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Shared Collateral Agents and the Shared Collateral Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Shared Collateral Documents in any manner whatsoever, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Shared Collateral Obligations or otherwise amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the Shared Collateral Obligations or any of the Shared Collateral Documents; (ii) subject to Section 2.5, retain or obtain a Lien on any Property of any Person to secure any of the Shared Collateral Obligations, and in connection therewith to enter into any additional Shared Collateral Documents; (iii) amend, or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations of any Person obligated in any manner under or in respect of the Shared Collateral Obligations; (iv) exercise or refrain from exercising any rights against Loan Party or any other Person; (v) subject to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Shared Collateral Obligations; (vi) release its Lien on any ABLShared Collateral, Non-Shared ABL Collateral or other Property and take any action in respect of any of the Non-Shared CollateralProperty; and (vii) otherwise manage and supervise the Shared Collateral Obligations as the Shared Collateral Agents shall deem appropriate. (c) No consent furnished by the ABL Agent or the Shared Collateral Agents pursuant to Sections 5.2(a) or 5.2(b) hereof shall be deemed to constitute the modification or waiver of any provisions of the ABL Documents or the Shared Collateral Documents, each of which remain in full force and effect as written. (d) The ABL Obligations and each of the Shared Collateral Obligations may be refinanced or replacedrefinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is required to permit the refinancing transaction under any ABL Document or any Shared Collateral Document) of the ABL Agent, the ABL Lenders, the Shared Collateral Agents or the Shared Collateral Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof and the terms of this Agreement would apply to such refinancing Indebtedness and the holders thereof, mutatis mutandishereof, provided, however, that (i) the holders of such refinancing Indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the ABL Agent or the applicable Shared Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the ABL Agent or the applicable Shared Collateral Agent, as the case may be, and any such refinancing transaction shall be in accordance with any applicable provisions of both the ABL Documents and the Shared Collateral Documents, and (ii) no such refinancing shall have any effect prohibited by Section 5.2(a) or 5.2(b), as applicable. and (iii) such refinancing Indebtedness may provide for a lien that is junior in priority to the Lien Priorities provided for herein. The Parties hereto hereby authorize the Agents to make technical amendments to this Agreement in order to effectuate any of the foregoing.