Common use of Modifications to ABL Documents and Term Documents Clause in Contracts

Modifications to ABL Documents and Term Documents. (a) Each Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Term Agent or any Term 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 any Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Company, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each Term Agent, on behalf of itself and the relevant applicable Term Secured Parties, hereby agrees that, without affecting the obligations of the such Term Agents Agent and the applicable Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Term Agent or any Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to any Term Agent or any Term Secured Party or impairing or releasing modifying the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, Amend or otherwise modify Refinance any of the ABL Documents in any manner whatsoever (whatsoever, other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Company, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the each Term Agents Agent and the Term 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)Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing modifying the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, Amend or otherwise modify Refinance any of the Term Documents in any manner whatsoever (other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriate. (c) The Subject to (i) Section 5.2(a) and (b) above and (ii) the applicable requirements set forth in the defined terms “ABL Credit Agreement” and “Term Loan Credit Agreement,” the ABL Obligations and the Term Obligations may be refunded, replaced Amended or refinancedRefinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term DocumentDocument to permit the Amendment or Refinancing transaction) of the ABL Agent, the ABL Secured Parties, the Term Agents or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities Priority provided for herein or the other provisions hereof, provided, however, that the holders of any class such amendment or series 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 any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancingamendment or refinancing and, unless the agent, trustee or other representative with respect to such Amended or Refinanced facility is already a party to this Agreement, such agent, trustee or other representative shall have executed and delivered an Additional Term Joinder (with such changes as may be reasonably approved by such agent, trustee or other representative and each other party hereto).

Modifications to ABL Documents and Term Documents. (a) Each Term Agent, on behalf of itself and the relevant Term Secured PartiesParties represented by it, hereby agrees that, without affecting the obligations of the Term Agents and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Term Agent or any Term 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 any Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the CompanyBorrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a the Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinancedrefinanced (including (without limitation), by means of any Refinancing Indebtedness (as defined in the ABL Credit Agreement and each Term Credit Agreement, as applicable)), in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series of such refinancing 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 any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the CompanyBorrower, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured PartiesLenders, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties Lenders hereunder, the ABL Agent and the ABL Secured Parties Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to any the Term Agent or any Term Secured Party Lender 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 (other than in a manner which would contravene the provisions of this Agreement)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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the CompanyBorrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured PartiesLenders, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties Lenders hereunder, the Term Agents Agent and the Term Secured Parties Lenders 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 Lender (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 Lender or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement)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 Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a the Borrower, any other Credit PartyGuarantor, or any other Person; (viv) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; (vi) release its Lien on any Collateral or other Property; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) No consent furnished by the ABL Agent or the Term Agent 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 Term Documents, each of which remain in full force and effect as written. (d) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured PartiesLenders, the Term Agents Agent or the Term Secured PartiesLenders, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that (i) the holders of any class or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term 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 Term Documents (to the extent such documents survive the refinancing), and (ii) no such refinancing shall have any effect prohibited by Section 5.2(a) or 5.2(b), as applicable.

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured PartiesLenders, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties Lenders hereunder, the ABL Agent and the ABL Secured Parties Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to any the Term Agent or any Term Secured Party Lender 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 (other than in a manner which would contravene the provisions of this Agreement)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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured PartiesLenders, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties Lenders hereunder, the Term Agents Agent and the Term Secured Parties Lenders 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 Lender (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 Lender or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement)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 Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured PartiesLenders, the Term Agents Agent or the Term Secured PartiesLenders, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term 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 Term Documents (to the extent such documents survive the refinancing)Documents.

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to any the Term Agent or any Term Secured Party or impairing or releasing the subordination of Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), 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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the CompanyABL Borrowers, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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)Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination of Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents, except, that, the final stated maturity of the Term Obligations will not be shortened to a date that is prior to the date that is 91 days after the original Maturity Date (as defined in the ABL Credit Agreement) without the prior written consent of the ABL Agent; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a the Administrative Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series of such refinancing Indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing shall enter into an intercreditor agreement on terms no less favorable to the terms of non-refinancing Term Secured Parties or non-refinancing ABL Secured Parties, as applicable, than this Agreement pursuant to such documents or agreements (including amendments execute an Intercreditor Agreement Joinder or supplements an amendment to this Agreement) as the ABL Agent or any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured PartiesLenders, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties Lenders hereunder, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby agrees that, without affecting the obligations of such Additional Agent and such Additional Creditors hereunder, the ABL Agent and the ABL Secured Parties Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party Lender or such Additional Agent or any such Additional Creditor (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to any the Term Agent or any Term Secured Party Lender or such Additional Agent or any such Additional Creditor 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 (other than in a manner which would contravene the provisions of this Agreement)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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured PartiesLenders, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties Lenders hereunder, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby agrees that, without affecting the obligations of such Additional Agent and such Additional Creditors hereunder, the Term Agents Agent and the Term Secured Parties Lenders 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 Lender or such Additional Agent or any such Additional Creditor (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 Lender or such Additional Agent or any such Additional Creditor or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement)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 Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations Term Agent, on behalf of itself and the Term Lenders, hereby agrees that, without affecting the obligations of the Term Agent and the Term Lenders hereunder, and the ABL Agent, on behalf of itself and the ABL Lenders, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Lenders hereunder, any Additional Agent and any Additional Creditors may, at any time and from time to time, in their sole discretion without the consent of or notice to the Term Agent or any Term Lender or the ABL Agent or any ABL Lender (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 Term Agent or any Term Lender or the ABL Agent or any ABL Lender or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Additional Documents in any manner whatsoever, including, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Additional 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 Additional Obligations or any of the Additional Documents; (ii) retain or obtain a Lien on any Property of any Person to secure any of the Additional Obligations, and in connection therewith to enter into any additional Additional 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 Additional Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person; (vi) retain or obtain the primary or secondary obligation of any other Person with respect to any of the Additional Obligations; and (vii) otherwise manage and supervise the Additional Obligations as such Additional Agent shall deem appropriate. (d) Except as may be separately otherwise agreed by and between or among any applicable Additional Agents, any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, hereby agrees that, without affecting the obligations of such Additional Agent and such Additional Creditors hereunder, any other Additional Agent and any Additional Creditors represented by such other Additional Agent may, at any time and from time to time, in their sole discretion without the consent of or notice to such Additional Agent or any such Additional Creditor (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to such Additional Agent or any such Additional Creditor or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Additional Documents to which such other Additional Agent or any Additional Creditor represented by such other Additional Agent is party or beneficiary in any manner whatsoever, including, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Additional 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 Additional Obligations or any of the Additional Documents; (ii) retain or obtain a Lien on any Property of any Person to secure any of the Additional Obligations, and in connection therewith to enter into any additional Additional 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 Additional Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person; (vi) retain or obtain the primary or secondary obligation of any other Person with respect to any of the Additional Obligations; and (vii) otherwise manage and supervise the Additional Obligations as such other Additional Agent shall deem appropriate. (e) The ABL Obligations, the Term Obligations and any Additional Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document, any Term Document or any Term Additional Document) of the ABL Agent, the ABL Secured PartiesLenders, the Term Agents Agent or the Term Secured PartiesLenders, any Additional Agent or any Additional Creditors, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, ; provided, however, that the holders of any class or series of such refinancing Indebtedness 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, the Term Agent or any Term Additional Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the CompanyABL Agent, the ABL Term Agent or such Term any Additional 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 Documents, the Term Documents (to the extent such documents survive the refinancing)and any Additional Documents.

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term 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 any the Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the CompanyBorrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a the Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to any the Term Agent or any Term Secured Party or impairing or releasing the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever (whatsoever, other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Company, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees agree that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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)Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required pursuant to Section 5.2(a) or (b) above or to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities Priority provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term 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 any the Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the CompanyBorrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a the Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to any the Term Agent or any Term Secured Party or impairing or releasing the subordination of Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), 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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the CompanyBorrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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)Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination of Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a the Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to any the Term Agent or any Term Secured Party or impairing or releasing the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, increase or otherwise modify any of the ABL Documents in any manner whatsoever (whatsoever, other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Company, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees agree that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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)Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, increase or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement)Agreement or the ABL Documents. For clarity, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Agent and the Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or Secured Parties shall not obtain a Lien on any Property the Canadian Collateral or the European Collateral, and the granting of any Person to secure any such Lien shall be deemed in contravention of the Term Obligations, and in connection therewith to enter into any additional Term Documents; (iii) amend, or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations terms of any Person obligated in any manner under or in respect of the Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriatethis Agreement. (c) The ABL Obligations and the Term Obligations may be refundedincreased, replaced restated, amended and restated, supplemented, modified, restructured, replaced, amended or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities Priority provided for herein or the other provisions hereof, provided, however, that the holders of any class such new, amended, restructured or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term Agent, as the case may be, and any such increase, restatement, amendment and restatement, supplement, modification, replacement, restructuring, amendment or refinancing transaction shall be in accordance with any applicable provisions of both the ABL Documents and the Term Documents (to the extent such documents survive the such increase, restatement, amendment and restatement, supplement, modification, replacement, restructuring, amendment or refinancing). (d) ABL Agent and Term Agent each (i) will use its commercially reasonable efforts to notify the other parties of any written amendment or modification to any ABL Document or any Term Document, as applicable, but the failure to do so will not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party or impact the effectiveness of any such amendment or modification, and (ii) will, upon request of the other party, provide copies of all such modifications or amendments and copies of all other relevant documentation to the other Persons.

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term 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 any the Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (viv) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vi) release its Lien on any Collateral or other Property; (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each Term Agent, on behalf of itself and the relevant Term Secured PartiesParties represented by it, hereby agrees that, without affecting the obligations of the Term Agents and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time #94592040v2 to time, in their sole discretion without the consent of or notice to any Term Agent or any Term 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 any Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term Documents;; #94592040v2 (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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a the US Borrower, any other US Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinancedrefinanced (including (without limitation), by means of any Refinancing Indebtedness (as defined in the ABL Credit Agreement and each Term Credit Agreement, as applicable)), in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series of such refinancing 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 any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the CompanyLead Borrower, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each Term Agent, on behalf of itself and the relevant Term Secured PartiesParties represented by it, hereby agrees that, without affecting the obligations of the Term Agents and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Term Agent or any Term 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 any Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 any of the Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (viv) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vi) release its Lien on any Collateral or other Property; (vii) otherwise manage and supervise any of the Term Obligations as each Term Agent shall deem appropriate. (c) The ABL Obligations and any of the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to any the Term Agent or any Term Secured Party or impairing or releasing the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, increase or otherwise modify any of the ABL Documents in any manner whatsoever (whatsoever, other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Company, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees agree that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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)Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, increase or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement)Agreement or the ABL Documents. For clarity, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Agent and the Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or Secured Parties shall not obtain a Lien on any Property the Canadian Collateral or the European Collateral, and the granting of any Person to secure any such Lien shall be deemed in contravention of the Term Obligations, and in connection therewith to enter into any additional Term Documents; (iii) amend, or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations terms of any Person obligated in any manner under or in respect of the Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriatethis Agreement. (c) The ABL Obligations and the Term Obligations may be refundedincreased, replaced restated, amended and restated, supplemented, modified, restructured, replaced, amended or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities Priority provided for herein or the other provisions hereof, provided, however, that the holders of any class such new, amended, restructured or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term Agent, as the case may be, and any such increase, restatement, amendment and restatement, supplement, modification, replacement, restructuring, amendment or refinancing transaction shall be in accordance with any applicable provisions of both the ABL Documents and the Term Documents (to the extent such documents survive the such increase, restatement, amendment and restatement, supplement, modification, replacement, restructuring, amendment or refinancing). (d) ABL Agent and Term Agent each (i) will use its commercially reasonable efforts to notify the other parties of any written amendment or modification to any ABL Document or any Term Document, as applicable, but the failure to do so will not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party or impact the effectiveness of any such amendment or modification, and (ii) will, upon request of the other party, provide copies of all such modifications or amendments and copies of all other relevant documentation to the other Persons. 29

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured PartiesLenders, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties Lenders hereunder, the ABL Agent and the ABL Secured Parties Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to any the Term Agent or any Term Secured Party Lender 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 (other than in a manner which would contravene the provisions of this Agreement)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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured PartiesLenders, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties Lenders hereunder, the Term Agents Agent and the Term Secured Parties Lenders 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 Lender (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 Lender or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement)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 Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured PartiesLenders, the Term Agents Agent or the Term Secured PartiesLenders, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series of such refinancing Indebtedness 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term 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 Term Documents (to the extent such documents survive the refinancing)Documents.

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term 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 any the Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the CompanyBorrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each Term Collateral Agent, on behalf of itself and the relevant other Term Secured Parties, hereby agrees that, without affecting the obligations of the any Term Agents and the Collateral Agent or any other Term Secured Parties Party hereunder, the ABL Collateral Agent and each of the other ABL Secured Parties may, at any time and from time to timetime pursuant to the terms thereof, in their its sole discretion without the consent of or notice to any Term Collateral Agent or any other Term 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 any Term Collateral Agent or any other Term 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 (other than in a manner which would contravene accordance with the provisions of this Agreement)terms thereof, 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, 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 Collateral Agent or any other ABL Secured Party shall deem appropriate. (b) The ABL Collateral Agent, on behalf of itself and the other ABL Secured Parties, hereby agrees solely as between the Parties that, without affecting the obligations of the ABL Collateral Agent or any other ABL Secured Party hereunder, each Term Collateral Agent and each of the ABL Secured Parties hereunder, the Term Agents and the other Term Secured Parties may, at any time and from time to timetime pursuant to the terms thereof, in their sole discretion without the consent of or notice to the ABL Collateral Agent or any other 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 Collateral Agent or any other 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 Term Documents Document, any Secured Swap Agreement or any Banking Services Agreement in any manner whatsoever (other than in a manner which would contravene accordance with the provisions of this Agreement)terms thereof, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term DocumentsDocument, any Secured Swap Agreement or any Banking Services Agreement; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each any Term Collateral Agent or any other Term Secured Party shall deem appropriate. (c) The So long as the Discharge of ABL Obligations has not occurred, no Term Collateral Agent shall, without the prior written consent of the ABL Collateral Agent, consent to amend, supplement or otherwise modify any, or enter into, file or make any new, Term Collateral Document relating to Collateral to the extent such amendment, supplement or modification, or the terms of such new Term Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. So long as the Discharge of Term Obligations has not occurred, the ABL Collateral Agent shall not, without the prior written consent of each Term Collateral Agent, consent to amend, supplement or otherwise modify any, or enter into, file or make any new, ABL Collateral Document relating to Collateral to the extent such amendment, supplement or modification, or the terms of such new ABL Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each of the ABL Collateral Agent, the Term Loan Collateral Agent and the Notes Collateral Agent agrees that each ABL Collateral Document or Term Collateral Document, as applicable, that is an agreement relating to Collateral shall include the following language (or language to similar effect approved by the ABL Collateral Agent and each Term Collateral Agent): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the [Term Loan Collateral Agent] [Notes Collateral Agent] [ABL Collateral Agent] pursuant to this Agreement and the exercise of any right or remedy by the [Term Loan Collateral Agent] [Notes Collateral Agent] [ABL Collateral Agent] hereunder are subject to the limitations and provisions of the Intercreditor Agreement, dated as of July 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc., as ABL Collateral Agent, JPMorgan Chase Bank, N.A., as Term Loan Collateral Agent, and BNY Trust Company of Canada, as Notes Collateral Agent, and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement with respect to any right or remedy of the Secured Parties relating to the Collateral, the terms of the ABL Intercreditor Agreement shall govern and control.” (d) Nothwithstanding anything to the contrary contained herein, each of the ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such the refinancing transaction under any ABL Document or any Term Document) of the ABL Collateral Agent, the any other ABL Secured PartiesParty, the any Term Agents Collateral Agent or the any other Term Secured PartiesParty, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 Collateral Agent or any Term Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the such ABL Collateral Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing)Documents.

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured PartiesLenders, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties Lenders hereunder, the ABL Agent and the ABL Secured Parties Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to any the Term Agent or any Term Secured Party Lender or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinanceRefinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement)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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured PartiesLenders, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties Lenders hereunder, the Term Agents Agent and the Term Secured Parties Lenders 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 Lender (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 Lender or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinanceRefinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement)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 Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (viv) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; (vi) release its Lien on any Collateral or other Property; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) No consent furnished by the ABL Agent or the Term Agent pursuant to Section 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 Term Documents, each of which remain in full force and effect as written. (d) The ABL Obligations and the Term Obligations may be refunded, replaced or refinancedRefinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing the Refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured PartiesLenders, the Term Agents Agent or the Term Secured PartiesLenders, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that (i) the holders of any class or series of such refinancing 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term Agent, as the case may be, and any such refinancing Refinancing transaction shall be in accordance with any applicable provisions of both the ABL Documents and the Term Documents Documents, and (to the extent ii) no such documents survive the refinancingRefinancing shall have any effect prohibited by Section 5.2(b) or 5.2(c), as applicable.

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured PartiesNoteholders, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties Noteholders hereunder, the ABL Agent and the ABL Secured Parties Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party Noteholder (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to any the Term Agent or any Term Secured Party Noteholder 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 (other than in a manner which would contravene the provisions of this Agreement)whatsoever, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter renew or increasealter, 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured PartiesLenders, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties Lenders hereunder, the Term Agents Agent and the Term Secured Parties Noteholders 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 Lender (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 Lender or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement)whatsoever, including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter renew or increasealter, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such Term 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 Term Documents (to the extent such documents survive the refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to any the Term Agent or any Term Secured Party or impairing or releasing the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify Refinance any of the ABL Documents in any manner whatsoever (whatsoever, other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement), 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 hereof, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Company, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees agree that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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)Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify Refinance any of the Term Documents in any manner whatsoever (other than in a manner which would contravene have the provisions effect of contravening the terms of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a Borrower, any other Credit Party, or any other Person; (vi) subject to Section 2.5 hereof, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refundedincreased, replaced restated, amended and restated, supplemented, modified, restructured, replaced, amended, or refinanced, in whole or in part, part from time to time, in each case, without notice to, or the consent (except to the extent a consent is required pursuant to Section 5.2(a) or (b) above or to permit such increase, restatement, amendment and restatement, supplement, modification, replacement, restructuring, amendment or refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities Priority provided for herein or the other provisions hereof, provided, however, that the holders of any class such new, amended, restructured or series of such refinancing Indebtedness (or an authorized agent or trustee on their behalf) to the extent such Indebtedness is secured, 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term Agent, as the case may be, and any such increase, restatement, amendment and restatement, supplement, modification, replacement, restructuring, amendment or refinancing transaction shall be in accordance with (and not prohibited by) any applicable provisions of both the ABL Documents and the Term Documents (to the extent such documents survive the such increase, restatement, amendment and restatement, supplement, modification, replacement, restructuring, amendment or refinancing) (any such increase, replacement, restructuring, amendment or refinancing, a “Refinancing”).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant other Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the other Term Secured Parties hereunder, the ABL Agent and the other ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any other Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to any the Term Agent or any other Term Secured Party or impairing or releasing the subordination of Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify Modify any of the ABL Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, extend, alter or increase, all or any of the ABL Obligations or otherwise amend, restate, supplement, or otherwise modify 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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the Companyany Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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 that, without limiting any of the provisions of the ABL Credit Agreement (including, without limitation, Section 7.12 thereof), and subject to Section 7.20 hereof, no such Modification may either (i) increase the maximum aggregate principal amount of the sum of (x) loans thereunder plus (y) the face amount of letters of credit issued and outstanding under the ABL Documents plus (z) the aggregate amount of ABL Obligations with respect to ABL Bank Products, calculated, in the case of Swap Contracts, on the applicable Swap Termination Value (as defined in the ABL Credit Agreement), to an amount in excess of the ABL Debt Cap (provided that, for the avoidance of doubt, ABL Obligations under ABL Cash Management Services shall not be included in the calculation of the ABL Debt Cap), or (ii) modify the mandatory prepayment provisions contained in the ABL Documents from those in effect on the date hereof to the extent such Modifications would require application to the ABL Obligations of Net Cash Proceeds of Term Priority Collateral required to be applied to the Term Obligations pursuant to the Term Documents as in effect on the date hereof. (b) The ABL Agent, on behalf of itself and the other ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the other ABL Secured Parties hereunder, the Term Agents Agent and the other Term 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 other ABL Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement)Party, and without incurring any liability to the ABL Agent or any other ABL Secured Party or impairing or releasing the subordination of Lien Priority provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify Modify any of the Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, extend, alter or increase, all or any of the Term Obligations or otherwise amend, restate, supplement, or otherwise modify Modify in any manner, or grant any waiver or release with respect to, all or any part of the Term Obligations or any of the Term Documents; (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a any Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate; provided that, subject to Section 7.20 hereof, no such Modification may either (i) increase the maximum aggregate principal of the loans or notes thereunder plus to an amount in excess of the Term Debt Cap (provided that, for the avoidance of doubt, Term Obligations under Term Hedging Agreements shall not be included in the calculation of the Term Debt Cap), or (ii) modify the mandatory prepayment provisions contained in the Term Documents from those in effect on the date hereof to the extent such Modification would require application to the Term Obligations of Net Cash Proceeds of ABL Priority Collateral required to be applied to the ABL Obligations pursuant to the ABL Documents as in effect on the date hereof. (c) The Notwithstanding anything to the contrary herein, (i) if substantially concurrently with (or immediately after) the Discharge of ABL Obligations, the ABL Borrowers or any other ABL Credit Parties enter into any Permitted Refinancing of any ABL Obligations, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the administrative agent and collateral agent under such ABL Documents shall be the ABL Agent for all purposes hereof and the secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement, and (ii) if substantially concurrently with (or immediately after) the Discharge of Term Obligations, the Term Borrower or any other Term Credit Parties enter into any Permitted Refinancing of any Term Obligations, then such Discharge of Term Obligations may shall automatically be refundeddeemed not to have occurred for all purposes of this Agreement, replaced or refinancedand the obligations under the Permitted Refinancing shall automatically be treated as Term Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “Term Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the security agent under such Term Documents shall be the Term Agent for all purposes hereof and the secured parties under such Term Documents shall automatically be treated as Term Secured Parties for all purposes of this Agreement; provided that, in whole or in part, from time to time, in each any case, without notice to, or any Permitted Refinancing shall not require the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the other ABL Secured Parties, the Term Agents Agent or the other Term Secured Parties, as the case may be, all without affecting or affect the Lien Priorities provided for herein or the other provisions hereofin this Agreement, provided, howeverfurther, that the holders of any class or series of Indebtedness in respect of such refinancing Indebtedness Permitted Refinancing (or an authorized agent or trustee on their behalf) ), to the extent such Indebtedness is secured, 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term Agent, as the case may be, and any such refinancing transaction Modification shall be in accordance with any applicable provisions of both the ABL Documents and the Term Documents (to the extent such documents survive the refinancingsuch Permitted Refinancing).

Modifications to ABL Documents and Term Documents. (a) Each The Term Agent, on behalf of itself and the relevant Term Secured Parties, hereby agrees that, without affecting the obligations of the Term Agents Agent and the Term Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any the Term Agent or any Term Secured 33 Form of J. Crew ABL Intercreditor Agreement 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 any the Term Agent or any Term 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 (other than in a manner which would contravene the provisions of this Agreement), 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 hereof2.5, 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 Collateral or other Property; (v) exercise or refrain from exercising any rights against the CompanyBorrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, 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. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, the Term Agents Agent and the Term 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 Term Documents in any manner whatsoever (other than in a manner which would contravene the provisions of this Agreement), including, without limitation, to: (i) change the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term 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 Term Obligations or any of the Term Documents;; 34 Form of J. Crew ABL Intercreditor Agreement (ii) subject to Section 2.5 hereof2.5, retain or obtain a Lien on any Property of any Person to secure any of the Term Obligations, and in connection therewith to enter into any additional Term 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 Term Obligations; (iv) release its Lien on any Collateral or other Property; (v) exercise or refrain from exercising any rights against a the Borrower, any other Credit PartyGuarantor, or any other Person; (vi) subject to Section 2.5 hereof2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Obligations; and (vii) otherwise manage and supervise the Term Obligations as each the Term Agent shall deem appropriate. (c) The ABL Obligations and the Term Obligations may be refunded, replaced or refinanced, in whole or in part, from time to time, in each case, without notice to, or the consent (except to the extent a consent is required to permit such refinancing transaction under any ABL Document or any Term Document) of the ABL Agent, the ABL Secured Parties, the Term Agents Agent or the Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for herein or the other provisions hereof, provided, however, that the holders of any class or series 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 any the Term Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Company, the ABL Agent or such the Term 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 Term Documents (to the extent such documents survive the refinancing).