Common use of Refinancings Clause in Contracts

Refinancings. The Revolving Facility Obligations and the Term Debt Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document or any Term Debt Document) of any Revolving Facility Secured Party or any Term Debt Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement 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 Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement.

Refinancings. The Revolving Facility Obligations and the Term Debt Noteholder Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document or any Term Debt Noteholder Document) of any Revolving Facility Secured Party or any Term Debt Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement 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 Revolving Facility Collateral Agent or the Term Debt Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Noteholder Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10Section, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt Noteholder First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt Noteholder First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement.

Refinancings. The Revolving Facility Any of the Senior Obligations and the Term Debt Subordinated Obligations and the agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Senior Loan Document or any Term Debt Subordinated Loan Document) of any Revolving Facility Secured Party (as defined in the Senior NIA, the Second Lien NIA or any Term Debt Secured Partythe Third Lien Credit Agreement, as applicable), all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that (i) the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Subordination Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Subordination Agreement) as the Revolving Facility Collateral each Original Senior Agent, Original Second Lien Agent or the Term Debt Collateral Original Third Lien Agent, as the case may beapplicable, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral such Original Senior Agent, Original Second Lien Agent or the Term Debt Collateral Original Third Lien Agent, as applicable, and (ii) the case may beterms of such Senior Obligations or the Subordinated Obligations, as applicable, as so Refinanced would not be prohibited by Section 6.a hereof if incorporated in the applicable documentation being Refinanced (any Refinancing of such Senior Obligations or the Subordinated Obligations, as applicable, meeting the foregoing requirements of this Section 6.c, a “Permitted Refinancing”). In connection with any refinancing or replacement Permitted Refinancing contemplated by this Section 2.106.c, this Subordination Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent of either Representativeany Secured Party (as defined in the Senior NIA, the Second Lien NIA or the Third Lien Credit Agreement, as applicable), (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness Senior Obligations shall have the same priority rights and priorities in respect of any Collateral (as defined in the Liens on any Term Debt First Lien Collateral securing Subordinated Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing and (c) to confirm that such Refinancing indebtedness in respect of any Subordinated Obligations shall have the same rights and priorities in respect of any Collateral (as defined in the Senior Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The Revolving Facility Obligations and the Term Debt Noteholder Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document or any Term Debt Noteholder Document) of any Revolving Facility Secured Party or any Term Debt Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of this Agreement (or, in the case of a partial refinancing or replacement of the Revolving Facility Obligations or the Noteholder Obligations that is intended to be secured junior in priority to the remaining Revolving Facility Obligations or the Noteholder Obligations, as the case may be, a new mutually acceptable intercreditor agreement governing the priority between the refinanced or replaced obligations and the applicable remaining obligations (a “Junior Intercreditor Agreement”)) pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Noteholder Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, or, if applicable, a Junior Intercreditor Agreement entered into, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt Noteholder First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as as, or if applicable junior priority to, the Liens on any Term Debt Noteholder First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as as, or if applicable junior priority to, the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement. Prior to the Collateral Agent entering into a Junior Intercreditor Agreement it shall obtain the approval of Required Lenders under the Credit Agreement.

Refinancings. The Revolving Facility Priority Lien Obligations, the Parity Lien Obligations and the Term Debt Junior Lien Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing or replacement transaction under any Revolving Facility Priority Lien Document, any Parity Lien Document or any Term Debt Junior Lien Document) of any Revolving Facility Priority Lien Secured Party, any Parity Lien Secured Party or any Term Debt Junior Lien Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, hereof (it is understood that the holders foregoing shall in no way be interpreted to limit the ability of any such Grantor to undertake any refinancing or replacement indebtedness transaction otherwise permitted by the Priority Lien Documents, the Parity Lien Documents and Junior Lien Documents). Without limiting the application or effectiveness of Section 5.06, (x) each of the Parity Lien Collateral Trustee and the Junior Lien Collateral Trustee hereby agrees that at the request of the Company in connection with refinancing or replacement of Priority Lien Obligations (“Replacement Priority Lien Obligations”) it will promptly enter into 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 Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, shall reasonably request and agreement in form and substance reasonably acceptable to the Revolving Facility Parity Lien Collateral Trustee and the Junior Lien Collateral Trustee with the agent for the Replacement Priority Lien Obligations containing terms and conditions substantially similar to the terms and conditions of this Agreement and (y) each Priority Lien Agent or and the Term Debt Junior Lien Collateral Agent, as Trustee hereby agrees that at the case may be. In request of the Company in connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at of Parity Lien Obligations (“Replacement Parity Lien Obligations”) it will promptly enter into an agreement in form and substance reasonably acceptable to each Priority Lien Agent and the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Junior Lien Collateral securing such refinancing or replacement indebtedness shall have Trustee with the same priority as agent for the Liens on any Term Debt First Replacement Parity Lien Collateral securing the indebtedness being refinanced or replaced, Obligations containing terms and (c) conditions substantially similar to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacementand conditions of this Agreement.

Refinancings. The Revolving Facility Obligations and the Term Debt Facility Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document or any Term Debt Facility Document) of any Revolving Facility Secured Party or any Term Debt Facility Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement 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 Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt Facility First Lien Collateral securing the indebtedness being refinanced or replaced, replaced and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement.

Refinancings. The Revolving RBL Facility Obligations, the Term Facility Obligations, any Series of Other First-Priority Lien Obligations, any Series of Other Second-Priority Lien Obligations and the Term Debt Obligations agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving RBL Facility Document, any Term Facility Document, any applicable Other First-Priority Lien Obligations Document or any Term Debt applicable Other Second-Priority Lien Obligations Document) of any Revolving Term Facility Secured Party, any RBL Facility Secured Party, any Other First-Priority Lien Obligations Secured Party or any Term Debt Other Second-Priority Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves requirements set forth in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may behave been satisfied. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing Indebtedness in respect of any Term Debt First First-Priority Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any RBL Priority Collateral vis-à-vis the Second-Priority Lien Obligations as the Liens on any Term Debt First Lien Collateral securing the indebtedness Indebtedness being refinanced or replaced, Refinanced and (c) to establish confirm that the Liens on such Refinancing Indebtedness in respect of any Revolving Facility First Second-Priority Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any Term/Notes Priority Collateral vis-à-vis the First- Priority Lien Obligations as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness Indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Aggregate Loan Principal Balance and request the Administrative Agent to release its security interest and Lien on some or all of the Pledged Timeshare Loans in connection with a Refinancing, subject to the following terms and conditions: (i) The Revolving Facility Obligations Borrower shall have given the Administrative Agent, the Paying Agent, the Custodian and the Term Debt Obligations may Servicer at least ten (10) Business Days’ prior written notice of its intent to effect a Refinancing and, at least three (3) Business Days prior to the closing of the Refinancing, shall provide the Administrative Agent, the Custodian and the Servicer with the related Refinancing Release together with a funds flow memorandum indicating sources and uses to the reasonable satisfaction of the Administrative Agent with respect to such Refinancing; (ii) Unless such Refinancing is to be refinanced or replacedeffected on a Distribution Date (in which case the relevant calculations with respect to such Refinancing shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a Refinancing Date Certificate and an updated Monthly Loan Tape together with evidence reasonably satisfactory to the Administrative Agent that the conditions precedent set forth in whole or clauses (iii)(D) and (E) below will be satisfied. (iii) On the related Refinancing Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Refinancing, the related prepayment of the Aggregate Loan Principal Balance pursuant to Section 2.05(b) and the release to the Borrower of the related Pledged Timeshare Loans on the related Refinancing Date: (A) no adverse selection procedure shall have been used by the Borrower with respect to the Pledged Timeshare Loans that will remain subject to this Agreement after giving effect to the Refinancing (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving timeshare loans); (B) the representations and warranties contained in partSection 4.01 are true and correct in all material respects, in each case, without notice to, or the consent (except to the extent a consent relating to an earlier date; (C) no Default or Event of Default has occurred and is otherwise required continuing;and (D) no Borrowing Base Deficiency exists. (iv) On the related Refinancing Date, the Paying Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, (A) the portion of the Aggregate Loan Principal Balance to permit be prepaid pursuant to Section 2.05(b), (B) an amount equal to all accrued and unpaid Interest to the refinancing transaction extent reasonably determined by the Administrative Agent to be attributable to that portion of the Aggregate Loan Principal Balance to be paid in connection with the Refinancing and (C) all Liquidation Fees with respect to such prepayment and all Hedge Breakage Costs and any other amounts payable by the Borrower under or with respect to any Revolving Facility Document or Hedging Agreement arising from the release of Pledged Timeshare Loans pursuant to Section 2.15 in connection with such Refinancing payable to any Term Debt DocumentIndemnified Party under this Agreement through the date of such prepayment. The amount paid pursuant to (1) clause (A) shall be applied on such Refinancing Date to the payment of any Revolving Facility Secured Party or any Term Debt Secured Partyprincipal on the Aggregate Loan Principal Balance, all without affecting (2) clause (B) shall be deposited in the Lien priorities provided Collection Account to be included in Available Funds for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness next Distribution Date (or an authorized agent or trustee on their behalffor such Distribution Date, if the Refinancing Date is also a Distribution Date) bind themselves in writing pursuant to Section 2.06 and (3) clause (C) shall be paid to the terms Persons to whom such amounts are owed on such Refinancing Date, in each case in accordance with the written directions from the Borrower to the Paying Agent. (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt Collateral Administrative Agent, as the case may beManaging Agents, shall reasonably request the Custodian, the Backup Servicer, the Paying Agent and the Lenders in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at Refinancing (including expenses incurred in connection with the request and sole expense release of the CompanyLien of the Administrative Agent, the Lenders and without any other party having such an interest in the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any Timeshare Loans in connection with such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing).

Refinancings. (a) On or prior to the Closing Date, all of the commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated, and all other amounts (including premiums) owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full, and all Instruments in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions which may survive to the extent provided therein) and shall be of no further force and effect. (b) On or prior to the Closing Date, the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released, or (as the case may be) shall have made binding commitments in writing to terminate and release, any and all security interests and Liens on the Property owned by the Parent Company, the Borrower or any of their Subsidiaries. The Revolving Facility Obligations Administrative Agent shall have received all such releases of security interests in and Liens on the Property owned by the Parent Company, the Borrower or any of their Subsidiaries as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the Uniform Commercial Code of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Indebtedness to be Refinanced and the Term Debt Obligations documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Parent Company, the Borrower or any of their Subsidiaries on which filings have been made, (iii) terminations of, or (as the case may be refinanced be) binding commitments in writing to terminate, all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to Property of the Parent Company, the Borrower or replaced, in whole or in partany of their Subsidiaries, in each case, without notice toto secure the obligations in respect of the Indebtedness to be Refinanced, or the consent (except all of which shall be in form and substance reasonably satisfactory to the extent a consent is otherwise required to permit Administrative Agent, and (iv) all collateral owned by the refinancing transaction under any Revolving Facility Document Parent Company, the Borrower or any Term Debt Document) of their Subsidiaries in the possession of any Revolving Facility Secured Party of the creditors in respect of the Indebtedness to be Refinanced or any Term Debt Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness (or an authorized collateral agent or trustee on their behalf) bind themselves in writing under any related security document shall have been returned to the terms of this Agreement pursuant to such documents Parent Company, the Borrower or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt Collateral Agenttheir Subsidiaries, as the case may be, shall reasonably request . (c) On the Closing Date and in form and substance reasonably acceptable after giving effect to the Revolving Facility Collateral Agent Transactions completed on or prior to the Term Debt Collateral AgentClosing Date, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Parent Company, the Borrower and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness their Subsidiaries shall have no Indebtedness outstanding other than (i) the same priority as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replacedLoans, and (cii) to establish that the Liens Indebtedness listed on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have SECTION 5.1.8. of the same priority DISCLOSURE SCHEDULE (with the Indebtedness described in this CLAUSE (ii) being herein called the "EXISTING INDEBTEDNESS"). On and as of the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedClosing Date, all of the Existing Indebtedness shall remain outstanding after giving effect to the Transactions and the other transactions contemplated hereby without any default or event of default existing thereunder or arising as a result of the Transactions and the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions reasonably satisfactory to the terms provided for herein immediately prior to such refinancing or replacementAdministrative Agent).

Refinancings. The Revolving Facility Any Series of Secured Obligations and the Term Debt Obligations agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving ABL Facility Document or any Term Debt Non-ABL Document) of any Revolving ABL Facility Secured Party or any Term Debt Non-ABL Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility each Applicable Senior Collateral Agent or the Term Debt Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt such Applicable Senior Collateral Agent, as the case may be. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representativeany Representative or Secured Party, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness Non-ABL Obligations shall have the same priority rights and priorities in respect of any Non-ABL Priority Collateral in relation to the ABL Obligations as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, Refinanced and (c) to establish confirm that the Liens on such Refinancing indebtedness in respect of any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness ABL Obligations shall have the same priority rights and priorities in respect of any ABL Priority Collateral in relation to the Non-ABL Obligations as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. The Revolving Facility Obligations under any Senior Lender Documents and the Term Debt Obligations under any Second Priority Documents may be refinanced Refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any Revolving Facility Senior Lender Document or any Term Debt Second Priority Document) of any Revolving Facility Secured Party Senior Lender or any Term Debt Second Priority Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing Refinancing or replacement 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 Revolving Facility Collateral First Priority Designated Agent or the Term Debt Collateral Second Priority Designated Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral First Priority Designated Agent or the Term Debt Collateral Second Priority Designated Agent, as the case may be; provided that such documents or agreements shall comply with Section 5.3(b). In connection with any refinancing Refinancing or replacement contemplated by this Section 2.105.8, written notice shall be sent to the First Lien Agents and the Second Priority Agents (provided, that the failure to provide such notice shall not affect the validity of such Refinancing, replacement or any amendment related thereto), this Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent of either Representativeany First Lien Agent or any Senior Lender or any Second Priority Agent or any Second Priority Secured Party, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing Refinancing or replacement indebtedness, indebtedness and (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced Refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing Refinancing or replacement.

Refinancings. The Revolving Facility Each of the ABL Obligations and the Term Debt Parity Lien Obligations and the agreements or indentures governing them may be refinanced or replacedRefinanced, in whole or in part, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any Revolving ABL Facility Document or any Term Debt Parity Lien Document) of of, any Revolving ABL Facility Secured Party or any Term Debt Parity Lien Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt each Applicable Senior Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt such Applicable Senior Collateral Agent, as the case may be. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.102.11, this Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Facility Document or any Parity Lien Document) of either any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First Parity Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any Notes Priority Collateral as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, Refinanced and (c) to establish confirm that the Liens on such Refinancing indebtedness in respect of any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness ABL Obligations shall have the same priority rights and priorities in respect of any ABL Priority Collateral as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Borrower that such modifications do not violate the ABL Facility Documents or replacementthe Parity Lien Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the Borrower has complied with its undertakings in any such document or this Agreement.

Refinancings. The Revolving Facility ABL Obligations and the Term Debt First-Lien Obligations of any Series and the agreements or indentures governing them may be refinanced or replacedRefinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document or any Term Debt Secured Credit Document) of any Revolving Facility First-Lien Secured Party of any Series or any Term Debt ABL Facility Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt each Applicable Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt such Applicable Collateral Agent, as the case may be. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representativeany Collateral Agent, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First First-Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any Notes Priority Collateral as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, Refinanced and (c) to establish that the Liens on such Refinancing indebtedness in respect of any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness ABL Obligations shall have the same priority rights and priorities in respect of any ABL Priority Collateral as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. The Revolving Facility Each of the ABL Obligations and the Term Debt First-Priority Lien Obligations and the agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any Revolving ABL Facility Document or any Term Debt First-Priority Lien Obligations Document) of of, any Revolving ABL Facility Secured Party or any Term Debt First-Lien Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt each Applicable Senior Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt such Applicable Senior Collateral Agent, as the case may be. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the CompanyU.S. Borrower, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Facility Document or any First-Priority Lien Obligations Document) of either any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First First-Priority Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any Notes Priority Collateral as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, Refinanced and (c) to establish confirm that the Liens on such Refinancing indebtedness in respect of any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness ABL Obligations shall have the same priority rights and priorities in respect of any ABL Priority Collateral as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the U.S. Borrower that such modifications do not violate the ABL Facility Documents or replacementthe First-Priority Lien Obligations Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the U.S. Borrower has complied with its undertakings in any such document or this Agreement.

Refinancings. The Revolving Facility ABL Obligations, the Senior Secured Note Obligations and any Series of Other Senior Secured Lien Obligations and the Term Debt Obligations agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, without notice to, or the consent (except to the extent a notice or consent is otherwise required to permit the refinancing transaction under any Revolving ABL Facility Document, any Senior Secured Note Document or any Term Debt applicable Other Senior Secured Lien Obligations Document) of any Revolving ABL Facility Secured Party, any Senior Secured Note Secured Party or any Term Debt Other Senior Secured Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility each Applicable Collateral Agent or the Term Debt Collateral Agent, as the case may be, shall reasonably request (but solely to the extent requested within a reasonable time period following receipt by such Applicable Collateral Agent of notice from the Company with respect to such Refinancing) and in form and substance reasonably acceptable to the Revolving Facility such Applicable Collateral Agent or (to the Term Debt Collateral Agent, as the case may beextent it shall have made such aforementioned request). In connection with any refinancing or replacement Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First Senior Secured Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any Notes Priority Collateral as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, Refinanced and (c) to establish that the Liens on such Refinancing indebtedness in respect of any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness ABL Obligations shall have the same priority rights and priorities in respect of any ABL Priority Collateral as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. The Revolving Facility Obligations (a) Pursuant to Section 5.3(a) of the Intercreditor Agreement, the ABL Loan Documents may be amended, restated, supplemented, or otherwise modified in accordance with their terms and the Term Debt ABL Obligations may be refinanced or replaced, Refinanced in whole or in partaccordance with the terms of the ABL Loan Documents, in each case, case without notice to, or the consent (except to of, the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document Collateral Agent or any Term Debt Document) of any Revolving Facility Secured Party or any Term Debt Secured Partyother Notes Claimholders, all without affecting the Lien priorities provided for herein lien subordination or the other provisions hereofof the Intercreditor Agreement; provided, however, that that, in the case of a Refinancing secured by any Collateral (as defined in the Intercreditor Agreement), the holders of any such refinancing or replacement indebtedness Refinancing debt (or an authorized agent or trustee representative on their behalf) bind themselves (in a writing addressed to the Collateral Agent for the benefit of itself and the other Notes Claimholders in a form reasonably acceptable to the Collateral Agent) to the terms of this Agreement pursuant to the Intercreditor Agreement; provided further, however, that any such documents amendment, restatement, supplement, modification, or agreements Refinancing shall not result in a Notes Default under the Indenture; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral (including amendments or supplements to this as defined in the Intercreditor Agreement) as the Revolving Facility Collateral Agent or holders of such Refinancing debt shall be deemed bound by the Term Debt Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense terms of the CompanyIntercreditor Agreement regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by the Intercreditor Agreement but the provisions of the Intercreditor Agreement shall be binding on all holders of ABL Obligations and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacementNotes Obligations.

Refinancings. The Borrower and any Subsidiary Borrower may refinance all or any part of any Borrowing made by it with a Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.4 or pursuant to a notice under Section 2.5 or 2.6, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Revolving Facility Obligations Credit Borrowings in Dollars and Revolving Credit Borrowings in Dollars with Competitive Borrowings; provided that at any time after the Term Debt Obligations occurrence, and during the continuation, of a Default or an Event of Default, (a) a Revolving Credit Borrowing of Dollars or portion thereof may only be refinanced or replacedwith an ABR Borrowing, in whole or in part, in each case, without notice to, or the consent (except to the extent b) a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document or any Term Debt Document) Credit Borrowing of any Available Foreign Currency shall be repaid in full at the end of the Interest Period in effect for such Borrower, (c) a Canadian B/A may only be refinanced with a Canadian Prime Rate Loan and (d) a LIBOR Canadian Revolving Facility Secured Party Loan may only be refinanced with a Canadian ABR Loan. Any Borrowing or any Term Debt Secured Party, all without affecting part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.9 with the Lien priorities provided for herein proceeds of a new Borrowing or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement 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 Canadian Revolving Facility Collateral Agent or the Term Debt Collateral AgentLoan, as the case may be, shall reasonably request hereunder and in form and substance reasonably acceptable to the proceeds of the new Borrowing or Canadian Revolving Facility Collateral Agent or the Term Debt Collateral AgentLoan, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at to the request and sole expense extent they do not exceed the principal amount of the CompanyBorrowing or Loan being refinanced, and without shall not be paid by the consent applicable Lenders to the Administrative Agent or by the Administrative Agent or the Canadian Revolving Lender, as the case may be, to the Borrower or the applicable Subsidiary Borrower pursuant to Section 2.2(c); provided that (A) if the principal amount extended by a Lender in a refinancing of either Representativea Revolving Credit Borrowing is greater than the principal amount extended by such Lender in the Revolving Credit Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in clause (B) below, (aB) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness shall have if the same priority as principal amount extended by a Lender in the Liens on any Term Debt First Lien Collateral securing the indebtedness Revolving Credit Borrowing being refinanced or replacedis greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (A) above, and (cC) to establish that the Liens on extent any Revolving Facility First Lien Collateral securing such refinancing Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (A) above, any Loan or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.9 and, to the extent of such failure, the Borrower or replacedthe applicable Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.11; and (D) to the extent the Borrower or the applicable Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.9 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (C) above, all on the terms provided for herein immediately prior portion of any refinanced Loan deemed not repaid shall be deemed to be outstanding solely to the Lender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (A) above to the full extent of such refinancing or replacementLender’s portion of such Loan.

Refinancings. The Revolving Facility Obligations and the Term Debt Noteholder Obligations may be refinanced or replacedRefinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any Revolving Facility Document or any Term Debt Noteholder Document) of any Revolving Facility Secured Party or any Term Debt Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement 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 Revolving Facility Collateral Agent or the Term Debt Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Noteholder Collateral Agent, as the case may be. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement Refinancing indebtedness, (b) to establish that Liens on any Term Debt Noteholder First Lien Collateral securing such refinancing or replacement Refinancing indebtedness shall have the same priority as the Liens on any Term Debt Noteholder First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement Refinancing indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. The Revolving Facility ABL Obligations and the Term Debt Loan Obligations may be refinanced or replacedRefinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any Revolving Facility ABL Document or any Term Debt Loan Document) of any Revolving Facility ABL Secured Party or any Term Debt Loan Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement 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 Revolving Facility Collateral ABL Administrative Agent or the Term Debt Loan Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral ABL Administrative Agent or the Term Debt Loan Collateral Agent, as the case may be. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement Refinancing indebtedness, (b) to establish that Liens on any Term Debt Loan First Lien Collateral securing such refinancing or replacement Refinancing indebtedness shall have the same priority as the Liens on any Term Debt Loan First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, and (c) to establish that the Liens on any Revolving Facility ABL First Lien Collateral securing such refinancing or replacement Refinancing indebtedness shall have the same priority as the Liens on any Revolving Facility ABL First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. The Revolving Facility Any Series of Secured Obligations and the Term Debt Obligations agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving ABL Facility Document or any Term Debt Non-ABL Document) of any Revolving ABL Facility Secured Party or any Term Debt Non-ABL Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility each Applicable Senior Collateral Agent or the Term Debt Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt such Applicable Senior Collateral Agent, as the case may be. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.10, this Agreement may be amended by the ABL Facility Agent and the Intercreditor Agent (in their capacities as such) and the Borrower at the request and sole cost and expense of the CompanyBorrower, and without the consent of either Representativeany Representative or Secured Party, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness Non-ABL Obligations shall have the same priority rights and priorities in respect of any Non-ABL Priority Collateral in relation to the ABL Obligations as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, Refinanced and (c) to establish confirm that the Liens on such Refinancing indebtedness in respect of any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness ABL Obligations shall have the same priority rights and priorities in respect of any ABL Priority Collateral in relation to the Non-ABL Obligations as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. The Revolving Facility First-Priority Obligations and the Term Debt Obligations of any Series may be refinanced or replacedRefinanced, in whole or in part, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document or any Term Debt Secured Credit Document) of, any First-Priority Secured Party of any Revolving Facility Secured Party or any Term Debt Secured Partyother Series, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, provided that the Authorized Representative of the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee shall have executed a Joinder Agreement on their behalf) bind themselves in writing to behalf of the terms holders of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) Refinancing indebtedness. 17 SECTION 2.09. Possessory Collateral, Control Collateral and Controlling Authorized Representative as Gratuitous Bailee/Agent for Perfection. 17 ARTICLE III Existence and Amounts of Liens and Obligations 18 ARTICLE IV The Controlling Authorized Representative 19 SECTION 4.01. Appointment and Authority. 19 SECTION 4.02. Rights as a First-Priority Secured Party. The Person serving as the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness Controlling Authorized Representative hereunder shall have the same priority rights and powers in its capacity as a First-Priority Secured Party under any Series of First-Priority Obligations that it holds as any other First-Priority Secured Party of such Series and may exercise the same as though it were not the Controlling Authorized Representative and the term “First-Priority Secured Party” or “First-Priority Secured Parties” or (as applicable) “Credit Agreement Secured Party”, “Credit Agreement Secured Parties”, “Other First-Priority Secured Party” or “Other First-Priority Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replacedControlling Authorized Representative hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority lend money to, act as the Liens on financial advisor or in any Revolving Facility First Lien Collateral securing other advisory capacity for and generally engage in any kind of business with Parent or any Subsidiary of Parent or other Affiliate thereof as if such Person were not the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior Controlling Authorized Representative hereunder and without any duty to such refinancing or replacement.account therefor to any other First-Priority Secured Party. 20 SECTION 4.03. Exculpatory Provisions. 20

Refinancings. The Revolving Commitments and SISO Term Facility Obligations and the Term Debt Obligations may be refinanced or replacedreplaced in full with any other credit agreement, in whole loan agreement or in partother agreement or instrument evidencing or governing the terms of such refinancing or replacement indebtedness (each, a “Tranche A Refinancing”), in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under of, any Revolving Facility Document or any Tranche B Term Debt Document) of any Revolving Facility Secured Party or any Term Debt Secured Party, all Lender and without affecting the Lien payment priorities provided for herein or the other provisions hereofof this Section 10.19; provided, however, that that, to the holders of any extent such refinancing or replacement indebtedness satisfies the conditions of Revolving Refinancing Debt or SISO Refinancing Debt save for the condition that it be incurred under this Agreement, (x) the Tranche B Term Lenders agree to be bound automatically to the terms of any such replacement or refinancing and (y) without prejudice to the foregoing clause (x), the Tranche B Term Lenders (or an authorized agent or trustee on their behalf) bind themselves in writing agree to the terms of this Agreement pursuant to enter into such documents or agreements (including amendments or supplements joinder agreements substantially similar to this Agreementthe 2021 Notes Lender Joinder Agreements) as the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, Borrower shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense agent of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) revolving lenders providing any such refinancing or replacement indebtednesssuch that the Tranche B Term Loans become tranche B term loans (or equivalent term) under such refinancing or replacement; provided, (b) to establish further, that Liens on any Term Debt First Lien Collateral securing the terms of the definitive documentation of such refinancing or replacement indebtedness shall have may not contain terms that would require the same priority as consent of the Liens on any Tranche B Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) Lenders pursuant to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior of Section 10.1 of this Agreement to the extent such refinancing or replacementterms were effected as an amendment to this Agreement.

Refinancings. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Aggregate Loan Principal Balance and request the Administrative Agent to release its security interest and Lien on some or all of the Pledged Timeshare Loans in connection with a Refinancing, subject to the following terms and conditions: (i) The Revolving Facility Obligations Borrower shall have given the Administrative Agent, the Paying Agent, the Custodian and the Term Debt Obligations may Servicer at least ten (10) Business Days’ prior written notice of its intent to effect a Refinancing and, at least three (3) Business Days prior to the closing of the Refinancing, shall provide the Administrative Agent, the Custodian and the Servicer with the related Refinancing Release together with a funds flow memorandum indicating sources and uses to the reasonable satisfaction of the Administrative Agent with respect to such Refinancing; (ii) Unless such Refinancing is to be refinanced or replacedeffected on a Distribution Date (in which case the relevant calculations with respect to such Refinancing shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a Refinancing Date Certificate and an updated Monthly Loan Tape together with evidence reasonably satisfactory to the Administrative Agent that the conditions precedent set forth in whole or clauses (iii)(D) and (E) below will be satisfied. (iii) On the related Refinancing Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Refinancing, the related prepayment of the Aggregate Loan Principal Balance and the release to the Borrower of the related Pledged Timeshare Loans on the related Refinancing Date: (A) no adverse selection procedure shall have been used by the Borrower with respect to the Pledged Timeshare Loans that will remain subject to this Agreement after giving effect to the Refinancing (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving timeshare loans); (B) the representations and warranties contained in partSection 4.01 are true and correct in all material respects, in each case, without notice to, or the consent (except to the extent a consent relating to an earlier date; (C) no Default or Event of Default has occurred and is otherwise required continuing; and (D) no Borrowing Base Deficiency exists. (iv) On the related Refinancing Date, the Paying Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, (A) the portion of the Aggregate Loan Principal Balance to permit be prepaid, (B) an amount equal to all accrued and unpaid Interest to the refinancing transaction extent reasonably determined by the Administrative Agent to be attributable to that portion of the Aggregate Loan Principal Balance to be paid in connection with the Refinancing and (C) all Liquidation Fees with respect to such prepayment and all Hedge Breakage Costs and any other amounts payable by the Borrower under or with respect to any Revolving Facility Document or Hedging Agreement arising from the release of Pledged Timeshare Loans pursuant to Section 2.15 in connection with such Refinancing payable to any Term Debt DocumentIndemnified Party under this Agreement through the date of such prepayment. The amount paid pursuant to (1) clause (A) shall be applied on such Refinancing Date to the payment of any Revolving Facility Secured Party or any Term Debt Secured Partyprincipal on the Aggregate Loan Principal Balance, all without affecting (2) clause (B) shall be deposited in the Lien priorities provided Collection Account to be included in Available Funds for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness next Distribution Date (or an authorized agent or trustee on their behalffor such Distribution Date, if the Refinancing Date is also a Distribution Date) bind themselves in writing pursuant to Section 2.06 and (3) clause (C) shall be paid to the terms Persons to whom such amounts are owed on such Refinancing Date, in each case in accordance with the written directions from the Borrower to the Paying Agent. (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt Collateral Administrative Agent, as the case may beManaging Agents, shall reasonably request the Custodian, the Backup Servicer, the Paying Agent and the Lenders in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at Refinancing (including expenses incurred in connection with the request and sole expense release of the CompanyLien of the Administrative Agent, the Lenders and without any other party having such an interest in the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any Timeshare Loans in connection with such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing).

Refinancings. The Revolving RBL Facility Obligations, the Term Facility Obligations, any Series of Other First-Priority Lien Obligations, any Series of Other Second-Priority Lien Obligations and the Term Debt Obligations agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving RBL Facility Document, any Term Facility Document, any applicable Other First-Priority Lien Obligations Document or any Term Debt applicable Other Second-Priority Lien Obligations Document) of any Revolving Term Facility Secured Party, any RBL Facility Secured Party, any Other First-Priority Lien Obligations Secured Party or any Term Debt Other Second-Priority Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves requirements set forth in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may behave been satisfied. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing Indebtedness in respect of any Term Debt First First-Priority Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any Common Collateral vis-a-vis the Second-Priority Lien Obligations as the Liens on any Term Debt First Lien Collateral securing the indebtedness Indebtedness being refinanced or replaced, Refinanced and (c) to establish confirm that the Liens on such Refinancing Indebtedness in respect of any Revolving Facility First Second-Priority Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any Common Collateral vis-a-vis the First-Priority Lien Obligations as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness Indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. The Revolving Credit Facility Obligations and the Term Debt Noteholder Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Credit Facility Document or any Term Debt Noteholder Document) of any Revolving Credit Facility Secured Party or any Term Debt Noteholder Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that (x) the holders of any such refinancing or replacement 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 Revolving Facility Collateral Agent or the Term Debt Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Noteholder Collateral Agent, as the case may bebe and (y) with respect to the Notes, the Noteholder Documents and the Noteholder Obligations (including pursuant to any amendment, restatement, renewal, extension, supplement or other modification of the Noteholder Documents), (A) the aggregate principal amount of the replacement or refinancing indebtedness shall not exceed the aggregate principal amount of the Noteholder Obligations outstanding on the date hereof (plus an additional principal amount of indebtedness not to exceed $20,000,000 for all such replacements and refinancings in the aggregate after the date hereof) and accrued interest, fees and other amounts outstanding in respect thereof, and the cash yield or cash interest on the replaced or refinanced indebtedness shall be at then current market rates, (B) the replacement or refinancing indebtedness shall be secured and guaranteed only to the same extent securing the Noteholder Obligations on the date hereof and (C) the terms of any such refinanced or replacement indebtedness shall not (i) result in an earlier maturity date or decreased weighted average life thereof, (ii) change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto) or add any event of default, (iii) add any mandatory prepayments thereto, (iv) change the lien subordination provisions thereof (or of any guaranty thereof) or (v) make any other amendment thereof or change thereto, if the effect of such amendment or change with all other amendments or changes made, is to increase materially the obligations of the obligors thereunder or to confer any additional rights on the Noteholders or other holders of indebtedness (or a representative on their behalf) under the Noteholder Documents or any document governing such refinanced or replacement indebtedness that would be adverse to the Loan Parties under the Credit Facility Documents or any Credit Facility Secured Party. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Noteholder Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Noteholder Collateral securing the indebtedness being refinanced or replaced, replaced and (c) to establish that the Liens on any Revolving Credit Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Credit Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement. Notwithstanding anything to the contrary expressed or implied in this Agreement, in the event the Credit Facility Obligations are refinanced or replaced, then the Credit Facility Obligations will not be deemed to have been paid or satisfied, commitments to extend Credit Facility Obligations will be not be deemed to be terminated and Credit Facility Liens will not be deemed to have been released.

Refinancings. i. On any Business Day, the Borrower shall have the right to prepay all or a portion of the Aggregate Loan Principal Balance and request the Administrative Agent to release its security interest and Lien on some or all of the Pledged Timeshare Loans in connection with a Refinancing, subject to the following terms and conditions: (i) The Revolving Facility Obligations Borrower shall have given the Administrative Agent, the Paying Agent, the Custodian and the Term Debt Obligations may Servicer at least ten (10) Business Days’ prior written notice of its intent to effect a Refinancing and, at least three (3) Business Days prior to the closing of the Refinancing, shall provide the Administrative Agent, the Custodian and the Servicer with the related Refinancing Release together with a funds flow memorandum indicating sources and uses to the reasonable satisfaction of the Administrative Agent with respect to such Refinancing; (ii) Unless such Refinancing is to be refinanced or replacedeffected on a Distribution Date (in which case the relevant calculations with respect to such Refinancing shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a Refinancing Date Certificate and an updated Monthly Loan Tape together with evidence reasonably satisfactory to the Administrative Agent that the conditions precedent set forth in whole or clauses (iii)(D) and (E) below will be satisfied. (iii) On the related Refinancing Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Refinancing, the related prepayment of the Aggregate Loan Principal Balance pursuant to Section 2.05(b) and the release to the Borrower of the related Pledged Timeshare Loans on the related Refinancing Date: (a) no adverse selection procedure shall have been used by the Borrower with respect to the Pledged Timeshare Loans that will remain subject to this DB1/ 121185831.1121185831.9 55 Agreement after giving effect to the Refinancing (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving timeshare loans); (b) the representations and warranties contained in partSection 4.01 are true and correct in all material respects, in each case, without notice to, or the consent (except to the extent a consent relating to an earlier date; (c) no Default or Event of Default has occurred and is otherwise required continuing; and (d) no Borrowing Base Deficiency exists. (iv) On the related Refinancing Date, the Paying Agent shall have received, for the benefit of the Secured Parties, in immediately available funds, (A) the portion of the Aggregate Loan Principal Balance to permit be prepaid pursuant to Section 2.05(b), (B) an amount equal to all accrued and unpaid Interest to the refinancing transaction extent reasonably determined by the Administrative Agent to be attributable to that portion of the Aggregate Loan Principal Balance to be paid in connection with the Refinancing and (C) all Liquidation Fees with respect to such prepayment and all Hedge Breakage Costs and any other amounts payable by the Borrower under or with respect to any Revolving Facility Document or Hedging Agreement arising from the release of Pledged Timeshare Loans pursuant to Section 2.15 in connection with such Refinancing payable to any Term Debt DocumentIndemnified Party under this Agreement through the date of such prepayment. The amount paid pursuant to (1) clause (A) shall be applied on such Refinancing Date to the payment of any Revolving Facility Secured Party or any Term Debt Secured Partyprincipal on the Aggregate Loan Principal Balance, all without affecting (2) clause (B) shall be deposited in the Lien priorities provided Collection Account to be included in Available Funds for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness next Distribution Date (or an authorized agent or trustee on their behalffor such Distribution Date, if the Refinancing Date is also a Distribution Date) bind themselves in writing pursuant to Section 2.06 and (3) clause (C) shall be paid to the terms Persons to whom such amounts are owed on such Refinancing Date, in each case in accordance with the written directions from the Borrower to the Paying Agent. ii. The Borrower hereby agrees to pay the reasonable legal fees and expenses of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt Collateral Administrative Agent, as the case may beManaging Agents, shall reasonably request the Custodian, the Backup Servicer, the Paying Agent and the Lenders in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at Refinancing (including expenses incurred in connection with the request and sole expense release of the CompanyLien of the Administrative Agent, the Lenders and without any other party having such an interest in the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any Timeshare Loans in connection with such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing).

Refinancings. The Revolving Facility Each of the ABL Obligations and the Term Debt First‑Priority Lien Obligations and the agreements governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing Refinancing transaction under any Revolving ABL Facility Document or any Term Debt First-Priority Lien Obligations Document) of of, any Revolving ABL Facility Secured Party or any Term Debt First‑Lien Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt each Applicable Senior Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt such Applicable Senior Collateral Agent, as the case may be. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the CompanyU.S. Borrower, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Facility Document or any First-Priority Lien Obligations Document) of either any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First First-Priority Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority as the Liens on rights and priorities in respect of any Term Debt First Lien Loan Priority Collateral securing as the indebtedness being refinanced or replaced, Refinanced and (c) to establish confirm that the Liens on such Refinancing indebtedness in respect of any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness ABL Obligations shall have the same priority rights and priorities in respect of any ABL Priority Collateral as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the U.S. Borrower that such modifications do not violate the ABL Facility Documents or replacementthe First-Priority Lien Obligations Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent; provided, however, that such determination will not affect whether or not the U.S. Borrower has complied with its undertakings in any such document or this Agreement.

Refinancings. The Revolving Facility Any of the Senior Obligations and the Term Debt Subordinated Obligations and the agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Senior Loan Document or any Term Debt Subordinated Loan Document) of any Revolving Facility Secured Party (as defined in the Senior Credit Agreement or any Term Debt Secured Partythe Subordinated Credit Agreement, as applicable), all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that (i) the holders of any such refinancing or replacement Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (to the extent they are not already so bound) to the terms of this Agreement pursuant to such Refinancing documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral each Senior Agent or the Term Debt Collateral Subordinated Agent, as the case may beapplicable, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral such Senior Agent or the Term Debt Collateral Subordinated Agent, as applicable, and (ii) the case may beterms of such Senior Obligations or the Subordinated Obligations, as applicable, as so Refinanced would not be prohibited by Section 6.a hereof if incorporated in the applicable documentation being Refinanced (any Refinancing of such Senior Obligations or the Subordinated Obligations, as applicable, meeting the foregoing requirements of this Section 6.c, a “Permitted Refinancing”). In connection with any refinancing or replacement Permitted Refinancing contemplated by this Section 2.106.c, this Agreement may be amended at the request and sole expense of the CompanyBorrower, and without the consent of either Representativeany Secured Party (as defined in the Senior Credit Agreement or the Subordinated Credit Agreement, as applicable), (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing indebtedness in respect of any Term Debt First Lien Collateral securing such refinancing or replacement indebtedness Senior Obligations shall have the same priority rights and priorities in respect of any Collateral (as defined in the Liens on any Term Debt First Lien Collateral securing Subordinated Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing and (c) to confirm that such Refinancing indebtedness in respect of any Subordinated Obligations shall have the same rights and priorities in respect of any Collateral (as defined in the Senior Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing.

Refinancings. The Revolving Facility Obligations and the Term Debt Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility ABL Document, First Lien Document, Second Lien Document or any Term Debt Subordinated Lien Document) of any Revolving Facility Secured Party or any Term Debt Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereofherein; provided, however, that the holders of any such refinancing or replacement 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 Revolving Facility Senior Representative in respect of the ABL Priority Collateral Agent or the Term Debt Collateral AgentSenior Representative in respect of the Note Priority Collateral, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Senior Representative in respect of the ABL Priority Collateral Agent or the Term Debt Collateral AgentSenior Representative in respect of the Note Priority Collateral, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.102.11, this Agreement may be amended at the written request and sole expense of the CompanyIssuer (subject to the immediately preceding sentence), and without the consent of either any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any Term Debt First Lien Note Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Note Priority Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien ABL Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien ABL Priority Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement.

Refinancings. The Revolving RBL Facility Obligations, the Term Facility Obligations, any Series of Other First-Priority Lien Obligations, any Series of Other Second-Priority Lien Obligations and the Term Debt Obligations agreements or indentures governing them may be refinanced or replaced, in whole or in partRefinanced, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving RBL Facility Document, any Term Facility Document, any applicable Other First-Priority Lien Obligations Document or any Term Debt applicable Other Second-Priority Lien Obligations Document) of any Revolving Term Facility Secured Party, any RBL Facility Secured Party, any Other First-Priority Lien Obligations Secured Party or any Term Debt Other Second-Priority Lien Obligations Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves requirements set forth in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, Section 5.14 shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may behave been satisfied. In connection with any refinancing or replacement Refinancing contemplated by this Section 2.102.09, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtednessRefinancing, (b) to establish confirm that Liens on such Refinancing Indebtedness in respect of any Term Debt First First-Priority Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any RBL Priority Collateral vis-à-vis the Second-Priority Lien Obligations as the Liens on any Term Debt First Lien Collateral securing the indebtedness Indebtedness being refinanced or replaced, Refinanced and (c) to establish confirm that the Liens on such Refinancing Indebtedness in respect of any Revolving Facility First Second-Priority Lien Collateral securing such refinancing or replacement indebtedness Obligations shall have the same priority rights and priorities in respect of any Term/Notes Priority Collateral vis-à-vis the First-Priority Lien Obligations as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness Indebtedness being refinanced or replacedRefinanced, all on the terms provided for herein immediately prior to such refinancing or replacementRefinancing.

Refinancings. The Revolving Commitments and SISO Term Facility Obligations and the Term Debt Obligations may be refinanced or replacedreplaced in full with any other credit agreement, in whole loan agreement or in partother agreement or instrument evidencing or governing the terms of such refinancing or replacement indebtedness (each, a “Tranche A Refinancing”), in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under of, any Revolving Facility Document or any Tranche B Term Debt Document) of any Revolving Facility Secured Party or any Term Debt Secured Party, all Lender and without affecting the Lien payment priorities provided for herein or the other provisions hereofof this Section 10.19; provided, however, that that, to the holders of any extent such refinancing or replacement indebtedness satisfies the conditions of Revolving Refinancing Debt or SISO Refinancing Debt save for the condition that it be incurred under this Agreement, (x) the Tranche B Term Lenders agree to be bound automatically to the terms of any such replacement or refinancing and (y) without prejudice to the foregoing clause (x), the Tranche B Term Lenders (or an authorized agent or trustee on their behalf) bind themselves in writing agree to the terms of this Agreement pursuant to enter into such documents or agreements (including amendments or supplements joinder agreements substantially similar to this Agreementthe 2021 Notes Lender Joinder Agreements) as the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be, Borrower shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Agent or the Term Debt Collateral Agent, as the case may be. In connection with any refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense agent of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) revolving lenders providing any such refinancing or replacement indebtednesssuch that the Tranche B Term Loans become tranche B term loans (or equivalent term) under such refinancing or replacement; provided, (b) to establish further, that Liens on any Term Debt First Lien Collateral securing the terms of the definitive documentation of such refinancing or replacement indebtedness shall have may not contain terms that would require the same priority as consent of the Liens on any Tranche B Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) Lenders pursuant to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior of Section 10.1 of this Agreement to the extent such refinancing or replacement.terms were effected as an amendment to this Agreement. US-DOCS\123668313.8

Refinancings. The Revolving Facility First-Priority Lien Obligations and the Term Debt Second-Priority Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Revolving Facility Document Senior Credit Agreement or any Term Debt Second-Priority Document) of any Revolving Facility Secured Party Senior Lender or any Term Debt Second-Priority Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement 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 Revolving Facility Collateral Intercreditor Agent or the Term Debt Collateral Second-Priority Designated Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Revolving Facility Collateral Intercreditor Agent or the Term Debt Collateral Second-Priority Designated Agent, as the case may be; provided that such documents or agreements shall comply with Section 5.03(a). In connection with any refinancing or replacement contemplated by this Section 2.105.08, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representativethe Intercreditor Agent or any Second-Priority Agent, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, indebtedness and (b) to establish that Liens on any Term Debt First Lien Common Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Term Debt First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any Revolving Facility First Lien Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Facility First Lien Common Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement.