Common use of Refinancings Clause in Contracts

Refinancings. Each of the ABL Obligations and the LC Obligations and the agreements governing them may be Refinanced, 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 ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. Each (a) The Obligations of the ABL Obligations and the LC Obligations and the agreements governing them any Secured Party may be Refinanced, 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 ABL Document or Secured Agreement) of any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC other Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided. (b) In connection with any such Refinancing, however, that the holders of any Company shall designate such Refinancing indebtedness (or an authorized agent or trustee at the time of incurrence to be secured as Obligations of a specified Series on their behalf) bind themselves the terms and conditions set forth in writing (this Agreement by delivering to the Administrative Agent and each Authorized Representative (A) a certificate signed by a Responsible Officer (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Obligations and identifying the Series of such Obligations, (iii) representing that the incurrence of such obligation and the designation of such obligations as Obligations complies with the terms of the Secured Agreements, (iv) specifying the name and address of the Authorized Representative for such obligations, and (v) in the case of a Refinancing of the Credit Agreement, stating whether such Credit Agreement is an Asset Based Facility and, if so, whether and to what extent they (up to $50,000,000) the Credit Agreement Obligations are not already so boundto be paid on a pari passu and pro rata basis with the Note Obligations and the Additional Obligations from the proceeds of Note Collateral and (B) a fully executed Additional Secured Party Consent. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Administrative Agent shall act as collateral agent under and subject to the terms of this Agreement pursuant to a joinder in the form Security Documents for the benefit of Exhibit A heretoall Secured Parties, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agentwithout limitation, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at Secured Parties that hold the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction Obligations under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled Authorized Representative agrees to rely on the determination of officers appointment, and acceptance of the Parent that appointment, of the Administrative Agent as collateral agent for the holders of such modifications do not violate the ABL Documents or the LC Documents if such determination is Obligations as set forth in an officers’ certificate delivered to such party each Additional Secured Party Consent and agrees, on behalf of itself and each Applicable Senior Collateral Agent; providedSecured Party it represents, however, that such determination will not affect whether or not the Parent and the Grantors have complied with their undertakings in any such document or to be bound by this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. Each of the ABL The Obligations and the LC Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 ABL Document, Notes Priority Document, Second Lien Document or Subordinated Lien Document) of any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereofherein; provided, however, that (i) 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 extent they are not already so bound) to the terms of this Agreement pursuant to a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable the Senior Representative in respect of the ABL Priority Collateral Agentor the Senior 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 Senior Representative in respect of the ABL Priority Collateral or the Senior Representative in respect of the Note Priority Collateral, as the case may be and (ii) such Applicable Senior Collateral AgentObligations constitute ABL Debt, Notes Priority Debt, Second Lien Debt or Subordinated Lien Debt in accordance with the applicable definition thereof. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.102.11, this Agreement may be amended at the written request and sole expense of the ParentIssuer (subject to the immediately preceding sentence), and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Note Priority Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Note Priority Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to confirm establish that such Refinancing indebtedness in respect of the Liens on any ABL Obligations Priority Collateral securing such refinancing or replacement indebtedness shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents refinancing or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinreplacement.

Refinancings. Each of the ABL Notes Obligations and the LC Obligations and the agreements governing them may be Refinanced, 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 ABL Notes Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Notes Secured Party or any LC Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Notes Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Notes Obligations shall have the same rights and priorities in respect of any ABL Notes Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Notes Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. Each The Borrower or any Subsidiary Borrower may refinance all or any part of any Borrowing with a Borrowing of the ABL Obligations same Currency and of the LC Obligations and same Interest Rate Type (or of the agreements governing them may be Refinancedsame or different Interest Rate Type, in each the case without of Loans denominated in Dollars) made pursuant to Section 2.7 or pursuant to a notice tounder Section 2.3, or the consent (except as applicable, subject to the extent a consent is otherwise required to permit the Refinancing transaction under any ABL Document or any LC Obligations Documentconditions and limitations set forth herein and elsewhere in this Agreement, as in effect on the date hereof or as may be amended in accordance including refinancings of Competitive Borrowings with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the priorities provided for herein or the other provisions hereofRevolving Credit Borrowings and Revolving Credit Borrowings with Competitive Borrowings; provided, however, that at any time after the holders occurrence, and during the continuation, of any such Refinancing indebtedness (a Default or an authorized agent Event of Default, (i) no Borrowing denominated in Dollars (other than a Competitive Borrowing) or trustee portion thereof may be refinanced with a LIBOR Loan without the consent of the Required Lenders, and (ii) all or any part of a Borrowing (other than a Competitive Borrowing) denominated in an Optional Currency may be refinanced with a LIBOR Loan of the same Currency with an Interest Period of one month’s duration unless the Lenders having at least a majority of the Revolving Commitments designated to the Optional Currency sub-facility under which such Borrowing was made demand that any or all of the then outstanding LIBOR Loans denominated in an Optional Currency under such sub-facility be redenominated into Dollars in the amount of the Dollar Equivalent thereof on their behalf) bind themselves the last day of the then current Interest Period with respect thereto. Any Borrowing or part thereof refinanced under this Section 2.8 shall be deemed to be repaid in writing (accordance with Section 2.10 with the proceeds of a new Borrowing hereunder and the proceeds of the new Borrowing, to the extent they are do not already so bound) exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the terms of this Agreement Administrative Agent or by the Administrative Agent to the Borrower or the relevant Subsidiary Borrower pursuant to a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents or the LC Documents if such determination is set forth in an officers’ certificate delivered to such party and each Applicable Senior Collateral Agent2.2(c); provided, however, that (a) if the principal amount extended by a Lender in a refinancing is greater than the principal amount extended by such determination will Lender in the Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Borrower or the relevant Subsidiary Borrower or any Lenders described in clause (b) below, as applicable, (b) if the principal amount extended by a Lender in the Borrowing being refinanced is 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, (c) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (a) above, any Loan or portion thereof being refinanced with such amounts shall not affect whether be deemed repaid in accordance with this Section 2.8 and, to the extent of such failure, the Borrower or not the Parent relevant Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.12, and (d) to the Grantors have complied extent the Borrower or the relevant Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with their undertakings in any such document or this Agreement. In connection with Section 2.12 as a result of the delivery failure of a joinder Lender to pay the Administrative Agent any amounts due as set forth described in clause (c) above, the Parent portion of any refinanced Loan deemed not repaid shall deliver an officerbe 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 Lender’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence portion of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinsuch Loan.

Refinancings. Each of The ABL Obligations, the ABL First-Lien Revolving Facility Obligations, the First-Lien Note Obligations and the LC any Series of Other First-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, 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 ABL Facility Document, any First-Lien Revolving Facility Document, any First-Lien Note Document or any LC applicable Other First-Priority Lien Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) ofof any First-Lien Revolving Facility Secured Party, any ABL Facility Secured Party, any First-Lien Note Secured Party or any LC Other First-Priority Lien Obligations Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC Notes Priority Collateral as the indebtedness being Refinanced and (c) to confirm establish that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. Each of the ABL The Priority Lien Obligations and the LC Second Lien Obligations and the agreements governing them may be RefinancedReplaced, by any Priority Substitute Credit Facility or Second Lien Substitute Facility, as the case may be, 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 of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, howeverthat (a) the Priority Lien Agent and the Second Lien Agent shall receive on or prior to incurrence of a Priority Substitute Credit Facility or Second Lien Substitute Facility (i) an Officers’ Certificate from the Borrower stating that (A) the incurrence thereof is permitted by each applicable Secured Debt Document to be incurred and (B) the requirements of Section 4.06 have been satisfied, that and (ii) a Priority Confirmation Joinder from the holders or lenders of any such Refinancing indebtedness that Replaces the Priority Lien Obligations or the Second Lien Obligations (or an authorized agent agent, trustee or trustee other representative on their behalf) bind themselves and (b) on or before the date of such incurrence, such Priority Substitute Credit Facility or Second Lien Substitute Facility is designated by the Borrower, in writing (an Officers’ Certificate delivered to the extent they are not already so bound) Priority Lien Agent and the Second Lien Agent, as “Priority Lien Debt” or “Second Lien Debt”, as applicable, for the purposes of the Secured Debt Documents and this Agreement; provided that no Series of Secured Debt may be designated as more than one of Priority Lien Debt or Second Lien Debt. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of this Agreement pursuant each applicable Secured Debt Document. Each of the then-exiting Priority Lien Agent and the Second Lien Agent shall be authorized to a joinder in the form of Exhibit A hereto, execute and deliver such other Refinancing documents or and agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agentsuch holders, shall lenders, agent, trustee or other representative may reasonably request to give effect to any such Replacement, it being understood that the Priority Lien Agent and the Second Lien Agent or (if permitted by the terms of the applicable Secured Debt Documents) the Grantors, without the consent of any other Secured Party or (in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10the case of the Grantors) one or more Secured Debt Representatives, may amend, supplement, modify or restate this Agreement may be amended to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the request and sole expense of the Parent, Grantors. Upon the consummation of such Replacement or incurrence and without the consent (except to execution and delivery of the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, documents and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth agreements contemplated in the proviso of the immediately preceding sentence) , the holders or lenders of any Representative, (a) to add parties (or such indebtedness and any authorized agent agent, trustee or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent other representative thereof shall be entitled to rely on the determination benefits of officers of the Parent that such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. Each of the ABL The Priority Lien Obligations and the LC Second Lien Obligations and the agreements governing them may be RefinancedReplaced, by any Priority Substitute Credit Facility or Second Lien Substitute Facility, as the case may be, 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 of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, howeverthat (i) the Priority Lien Agent, and the Second Lien Collateral Agent shall receive on or prior to incurrence of a Priority Substitute Credit Facility or Second Lien Substitute Facility (A) an Officer’s Certificate from Xxxxxxxx stating that (I) the incurrence thereof is permitted by each applicable Secured Debt Document to be incurred and (II) the requirements of Section 4.06 have been satisfied, and (B) a Priority Confirmation Joinder from the holders or lenders of any such Refinancing indebtedness that Replaces the Priority Lien Obligations or the Second Lien Obligations (or an authorized agent agent, trustee or trustee other representative on their behalf), (ii) bind themselves the aggregate outstanding principal amount of the Priority Lien Obligations under the Priority Credit Agreement, after giving effect to such Priority Substitute Credit Facility, shall not exceed the Priority Lien Cap and (iii) on or before the date of such incurrence, such Priority Substitute Credit Facility or Second Lien Substitute Facility is designated by Xxxxxxxx, in writing (an Officer’s Certificate delivered to the extent they are not already so bound) Priority Lien Agent and the Second Lien Collateral Agent, as “Priority Lien Debt” or “Second Lien Debt”, as applicable, for the purposes of the Secured Debt Documents and this Agreement; provided that no Series of Secured Debt may be designated as more than one of Priority Lien Debt or Second Lien Debt. Each of the then-exiting Priority Lien Agent and the Second Lien Collateral Agent shall be authorized to the terms of this Agreement pursuant to a joinder in the form of Exhibit A hereto, execute and deliver such other Refinancing documents or and agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agentsuch holders, shall lenders, agent, trustee or other representative may reasonably request to give effect to any such Replacement, it being understood that the Priority Lien Agent and the Second Lien Collateral Agent or (if permitted by the terms of the applicable Secured Debt Documents) the Grantors, without the consent of any other Secured Party or (in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10the case of the Grantors) one or more Secured Debt Representatives, may amend, supplement, modify or restate this Agreement may be amended to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the request and sole expense of the Parent, Grantors. Upon the consummation of such Replacement or incurrence and without the consent (except to execution and delivery of the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, documents and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth agreements contemplated in the proviso of the immediately preceding sentence) , the holders or lenders of any Representative, (a) to add parties (or such indebtedness and any authorized agent agent, trustee or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent other representative thereof shall be entitled to rely on the determination benefits of officers of the Parent that such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. Each Any of the ABL Senior Obligations and the LC Subordinated Obligations and the agreements or indentures governing them may be Refinanced, 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 ABL Senior Loan Document or any LC Obligations Subordinated Loan Document) of any Secured Party (as defined in the Senior NIA or the Subordinated Credit Agreement, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Partyapplicable), all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that (i) the holders of any such 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Subordination Agreement) as each Applicable Original Senior Collateral Agent or Original Subordinated Agent, as applicable, shall reasonably request and in form and substance reasonably acceptable to such Applicable Original Senior Collateral Agent or Original Subordinated Agent, as applicable, and (ii) the terms 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 Permitted Refinancing contemplated by this Section 2.106.c, this Subordination Agreement may be amended at the request and sole expense of the ParentBorrower, and without the consent of any Secured Party (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth as defined in the proviso of Senior NIA or the immediately preceding sentence) of any RepresentativeSubordinated Credit Agreement, as applicable), (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Senior Obligations shall have the same rights and priorities in respect of any LC Priority Collateral (as defined in the Subordinated Loan Documents) in relation to the Senior Obligations and the Subordinated Obligations as the indebtedness being Refinanced Refinanced, all on the terms provided for herein immediately prior to such Refinancing and (c) to confirm that such Refinancing indebtedness in respect of any ABL Subordinated Obligations shall have the same rights and priorities in respect of any ABL Priority 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. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. Each of the ABL The Revolving Facility Obligations and the LC Noteholder Obligations and the agreements governing them may be Refinancedrefinanced or replaced, 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 ABL Revolving Facility Document or any LC Obligations Noteholder Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Revolving Facility Secured Party or any LC 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 refinancing or replacement 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior the Collateral Agent or the Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior the Collateral Agent or the Noteholder Collateral Agent, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Noteholder First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced, and (c) to confirm establish that the Liens on any Revolving Facility First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority Revolving Facility First Lien Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents refinancing or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinreplacement.

Refinancings. Each of the ABL Obligations and the LC First-Priority Lien Obligations and the agreements or indentures governing them may be Refinanced, 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 ABL Facility Document or any LC First-Priority Lien Obligations Document), as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Facility Secured Party or any LC First-Lien Secured Party, all without affecting the priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the ParentCompany, 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 LC First-Priority Lien Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC First-Priority Lien Obligations shall have the same rights and priorities in respect of any LC Notes Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent Company that such modifications do not violate the ABL Facility Documents or the LC 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 Parent and the Grantors have Company has complied with their its undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.

Refinancings. Each of the Any ABL Obligations and the LC Noteholder Obligations and the agreements governing them may be Refinancedrefinanced or replaced (either immediately or after the passage of time), 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 ABL Document or any LC Obligations Noteholder Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, of any ABL Secured Party or any LC 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 refinancing or replacement 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 a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior any applicable ABL Collateral Agent or the Noteholder Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to each such Applicable Senior ABL Collateral Agent or the Noteholder Collateral Agent, as the case may be. In connection with any Refinancing refinancing or replacement contemplated by this Section 2.10, this Agreement may shall be amended at the request and sole expense of the ParentCompany, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancingrefinancing or replacement indebtedness, (b) to confirm establish that Liens on any Noteholder First Lien Collateral securing such Refinancing refinancing or replacement indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of priority as the Liens on any LC Priority Noteholder First Lien Collateral as securing the indebtedness being Refinanced refinanced or replaced and (c) to confirm establish that such Refinancing indebtedness in respect of the Liens on any ABL Obligations First Lien Collateral securing such refinancing or replacement indebtedness shall have the same rights and priorities in respect of priority as the Liens on any ABL Priority First Lien Collateral as securing the indebtedness being Refinancedrefinanced or replaced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents refinancing or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinreplacement.

Refinancings. Each of the ABL Obligations The First Lien Credit Facility and the LC Obligations and the agreements governing them Second Lien Notes may be Refinancedreplaced, refunded or refinanced, in each case whole or in part, (each, a “Replacement”) without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein under the Intercreditor Agreement or the other provisions hereofthereof; provided, however, that the First Lien Administrative Agent and the Second Lien Trustee shall receive on or prior to the incurrence of the Replacement: (i) an officers’ certificate from the Borrower or Issuer, as applicable, stating that (A) the Replacement is permitted by each applicable collateral document to be incurred (or, if required, any relevant consent has been obtained) and (B) customary legending requirements, if any, have been satisfied, and (ii) a “Priority Confirmation Joinder” (to be defined in the Intercreditor Agreement) from the holders or lenders of any such Refinancing indebtedness that replaces the First Lien Credit Facility or the Second Lien Notes, as the case may be (or an authorized agent agent, trustee or trustee other representative on their behalf). Upon the consummation of such Replacement and the satisfaction of certain other requirements, the holders or lenders of the indebtedness incurred pursuant to such Replacement and any authorized agent, trustee or other representative thereof will be entitled to the benefits of the Intercreditor Agreement. Bankruptcy or Insolvency/Liquidation: In the event of an insolvency or liquidation proceeding of a Loan Party, whether voluntary or involuntary, if the First Lien Administrative Agent or the First Lien Collateral Agent shall desire to permit the use of cash collateral or to permit such Loan Party to obtain debtor-in-possession financing (a “DIP Financing”), then the Second Lien Claimholders will agree that they will raise no objection to such use of cash collateral (or any grant of administrative expense priority under the Bankruptcy Code) bind themselves or DIP Financing and will not request adequate protection or any other relief in writing (connection therewith. The Second Lien Claimholders will subordinate their respective liens in the Collateral to the liens securing such DIP Financing to the extent the liens securing the First Lien Obligations are subordinated or are pari passu with such DIP Financing. The Second Lien Claimholders agree that they are shall not already so bound) to the terms of this Agreement pursuant to a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on provide any DIP Financing unless the determination of officers of the Parent that First Lien Claimholders have elected not to provide such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinDIP Financing.

Refinancings. Each of the ABL The Priority Lien Obligations and the LC Obligations and the agreements governing them may be Refinanced, in each case Replaced by any Priority Substitute Credit Facility without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, howeverthat (i) the Priority Lien Agent shall receive on or prior to incurrence of a Priority Substitute Credit Facility (y) an Officers’ Certificate from EPL stating that (A) the incurrence thereof is permitted by each applicable Secured Debt Document to be incurred and (B) the requirements of Section 4.06 have been satisfied, that and (z) a Priority Confirmation Joinder from the holders or lenders of any such Refinancing indebtedness that Replaces the Priority Lien Obligations (or an authorized agent agent, trustee or trustee other representative on their behalf), (ii) bind themselves the aggregate outstanding principal amount of the Priority Lien Obligations, after giving effect to such Priority Substitute Credit Facility, shall not exceed the Priority Lien Cap and (iii) on or before the date of such incurrence, such Priority Substitute Credit Facility is designated by EPL, in writing (an Officers’ Certificate delivered to the extent they are not already so bound) Priority Lien Agent, as “Priority Lien Debt” for the purposes of the Secured Debt Documents and this Agreement. The then-exiting Priority Lien Agent shall be authorized to the terms of this Agreement pursuant to a joinder in the form of Exhibit A hereto, execute and deliver such other Refinancing documents or and agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral such holders, lenders, agent, trustee or other representative may reasonably request to give effect to such Replacement, it being understood that the Priority Lien Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with without the consent of any Refinancing contemplated by this Section 2.10other Secured Party, may amend, supplement, modify or restate this Agreement may be amended to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement all at the request and sole expense of the Parent, Grantors. Upon the consummation of such Replacement and without the consent (except to execution and delivery of the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, documents and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth agreements contemplated in the proviso of the immediately preceding sentence) , the holders or lenders of any Representative, (a) to add parties (or such indebtedness and any authorized agent agent, trustee or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent other representative thereof shall be entitled to rely on the determination benefits of officers of the Parent that such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with Notwithstanding the delivery foregoing, nothing in this Agreement will be construed to allow EPL or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinapplicable Secured Debt Document.

Refinancings. Each The First Lien Obligations of the ABL Obligations and the LC Obligations and the agreements governing them any Series may be Refinanced, in whole or in part, in each case to the extent not prohibited by the provisions of the Loan Agreement and the FLSO Loan Documents, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing refinancing transaction under any ABL Document or Secured Credit Document) of any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL First Lien Secured Party or of any LC Secured Partyother Series, all without affecting the priorities provided for herein or the other provisions hereof; providedprovided that (i) no such Refinancing shall cause (x) the aggregate amount of outstanding First Lien Obligations to exceed the Cap Amount or (y) the aggregate amount of the outstanding Loan Agreement Obligations to exceed the Loan Agreement Cap Amount, however, that (ii) the Authorized Representative and Collateral Agent under such Refinancing Agreement shall have executed a Joinder Agreement on behalf of the holders of any such Refinancing indebtedness (or with such changes as may be reasonably approved by each Collateral Agent and each Authorized Representative) and delivered such Joinder Agreement to each Authorized Representative and each Collateral Agent, (iii) the Authority shall have delivered to each Collateral Agent (x) true and complete copies of such Refinancing Agreement and security documents relating to such Refinancing Agreement, certified as being true and correct by an authorized agent officer of the Authority and (y) a certificate of an authorized officer describing the obligations to be designated as First Lien Obligations and the initial aggregate principal amount or trustee face amount thereof and certifying that such obligations are permitted to be incurred and secured on their behalfa pari passu basis with the First Lien Obligations by the terms of each Secured Debt Agreement and specifying if such Refinancing Agreement shall be a Replacement Loan Agreement, (iv) bind themselves the Secured Credit Documents relating to such Refinancing Agreement shall provide that each holder of such Refinancing indebtedness will be subject to and bound by the provisions of this Agreement in writing its capacity as a holder of such Refinancing indebtedness and (to v) following any such Refinancing, no more than three Collateral Agents shall be a party hereto. Upon the extent they are not already so bound) execution and delivery of a Joinder Agreement by the additional Authorized Representative and additional Collateral Agent in accordance with this Section 2.08, each other Authorized Representative and Collateral Agent shall acknowledge such execution and delivery thereof, subject to the terms of this Agreement pursuant to a joinder in the form of Exhibit A heretoSection 2.08, and such other Refinancing documents or agreements (including amendments or supplements provided, further, that no Secured Credit Document entered into with respect to any Series of First Lien Obligations added to this Agreement) as each Applicable Senior Collateral Agent, Agreement after the date hereof shall reasonably request and in form and substance reasonably acceptable limit the ability to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Refinance the Loan Agreement may be amended at Obligations under the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations Document, and Existing Loan Agreement other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent any limitations as expressly set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined hereinSection 2.08.

Refinancings. Each of the ABL (a) The Priority Lien Obligations and the LC Obligations and the agreements governing them may be Refinanced, in each case Replaced by any Priority Refinancing Credit Facility without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under of any ABL Document or any LC Obligations Document, as in effect on the date hereof or as may be amended in accordance with the terms hereof) of, any ABL Secured Party or any LC Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, howeverthat (i) the Second Lien Agent shall receive on or prior to incurrence of a Priority Refinancing Credit Facility (A) an Officers’ Certificate from the Company stating and certifying that (I) the incurrence thereof and the related Liens are permitted to be incurred by each applicable Secured Debt Document, that (II) the requirements of Section 4.06 have been satisfied, and (III) such Priority Refinancing Credit Facility constitutes “Priority Lien Debt” for the purposes of the Secured Debt Documents and this Agreement, (B) a Priority Confirmation Joinder from an authorized agent, trustee or other representative of the holders or lenders of any such Refinancing indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing (Indebtedness that Replaces the Priority Lien Obligations and, to the extent they are necessary or appropriate to facilitate such transaction, a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof and (C) evidence that the Company has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations deemed necessary by the Company and the holder of such Replacement, or its Secured Debt Representative, to ensure that such Replacement is secured by the Collateral in accordance with the applicable Security Documents (provided that such filings and recordings may be authorized, executed and recorded following any incurrence on a post-closing basis if permitted by the applicable Secured Debt Representative), and (ii) the aggregate outstanding principal amount of the Priority Lien Obligations, after giving effect to such Priority Refinancing Credit Facility, shall not already so boundexceed the Priority Lien Cap. (b) Notwithstanding anything contained in this Section 4.04, nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional Indebtedness (or to incur, assume or otherwise permit or allow to exist any Liens) unless otherwise permitted by the terms of this Agreement pursuant to a joinder in the form of Exhibit A hereto, and such other Refinancing documents or agreements (including amendments or supplements to this Agreement) as each Applicable Senior Collateral Agent, shall reasonably request and in form and substance reasonably acceptable to such Applicable Senior Collateral Agent. In connection with any Refinancing contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Parent, and without the consent (except to the extent a consent is otherwise required to permit such Refinancing transaction under any ABL Document or any LC Obligations applicable Secured Debt Document, and other than the consent of each Applicable Senior Collateral Agent, whose consent shall still be required to the extent set forth in the proviso of the immediately preceding sentence) of any Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing, (b) to confirm that such Refinancing indebtedness in respect of any LC Obligations shall have the same rights and priorities in respect of any LC Priority Collateral as the indebtedness being Refinanced and (c) to confirm that such Refinancing indebtedness in respect of any ABL Obligations shall have the same rights and priorities in respect of any ABL Priority Collateral as the indebtedness being Refinanced, all on the terms provided for herein immediately prior to such Refinancing. Any such additional party and each Applicable Senior Collateral Agent shall be entitled to rely on the determination of officers of the Parent that such modifications do not violate the ABL Documents or the LC 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 Parent and the Grantors have complied with their undertakings in any such document or this Agreement. In connection with the delivery of a joinder as set forth above, the Parent shall deliver an officer’s certificate to each Collateral Agent certifying that the Refinancing, including the incurrence of indebtedness and the incurrence of liens in respect thereof, qualifies as a Refinancing as defined herein.