Common use of Nature of Obligations Clause in Contracts

Nature of Obligations. (a) The Term Loan Agent, for and on behalf of itself and the other Term Loan Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain of the Intermediation Facility Obligations are revolving in nature and that the amount thereof that may be outstanding at any time, or from time to time, may be increased or reduced and subsequently reborrowed, as applicable, (ii) the terms of such Intermediation Facility Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Intermediation Facility Obligations may be increased, replaced, renewed, extended, restructured or refinanced, in each such event, without notice to or consent by the Secured Parties and (iii) all Intermediation Facility Priority Collateral received by the Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, to the Intermediation Facility Obligations at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Intermediation Facility Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and Note Representative on behalf of itself and the other Term Loan Note Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations and any ABL Agreement or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Note Secured Parties and (iii) all Intermediation Facility Priority Collateral received by without affecting the Intermediation Facility provisions hereof. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Note Obligations may be appliedreplaced or refinanced and the amount of any Note Obligations may be increased, reversedreduced, reapplied or repaid, and credited any Note Document or reborrowedany provision thereof may be waived, in whole modified, extended, amended, restated or in partsupplemented from time to time, to and that the Intermediation Facility aggregate amount of the Note Obligations at any timemay be increased, replaced or refinanced, in each caseevent, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility the Note Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and Representative on behalf of itself and the other Term Loan Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations and any ABL Agreement or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Term Loan Secured Parties and (iii) all Intermediation Facility Priority Collateral received by without affecting the Intermediation Facility provisions hereof. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Term Loan Obligations may be appliedreplaced or refinanced and the amount of any Term Loan Obligations may be increased, reversedreduced, reapplied or repaid, and credited any Term Loan Document or reborrowedany provision thereof may be waived, in whole modified, extended, amended, restated or in partsupplemented from time to time, to and that the Intermediation Facility aggregate amount of the Term Loan Obligations at any timemay be increased, replaced or refinanced, in each caseevent, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, . Notwithstanding anything to the extent contrary set forth herein, the Borrower shall remain subject to any limitation on the permitted amount of ABL Obligations set forth in compliance with the terms Term Loan Documents and the permitted amount of this AgreementTerm Loan Obligations set forth in the ABL Documents.

Nature of Obligations. (a) The Term Loan Agent, for and Representative on behalf of itself and the other Term Loan Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations and any ABL Agreement or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented in accordance with the terms thereof from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Term Loan Secured Parties and (iii) all Intermediation Facility Priority Collateral received by without affecting the Intermediation Facility provisions hereof. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Term Loan Obligations may be appliedreplaced or refinanced and the amount of any Term Loan Obligations may be increased, reversedreduced, reapplied or repaid, and credited any Term Loan Document or reborrowedany provision thereof may be waived, modified, extended, amended, restated or supplemented in whole accordance with the terms thereof from time to time, and that the aggregate amount of the Term Loan Obligations may be increased, replaced or in part, to the Intermediation Facility Obligations at any timerefinanced, in each caseevent, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, . The provisions of this Section 2.3 are not intended to constitute a waiver of any restrictions (i) contained in the ABL Agreement applicable to the extent in compliance with the amount or terms of this Agreementthe Term Loan Obligations or (ii) contained in the Term Loan Agreement applicable to the amount or terms of the ABL Obligations.

Nature of Obligations. (a) The Term Loan Agent, for and Each Junior Priority Agent on behalf of itself and the other Term Loan Junior Priority Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, that (ia) certain a portion of the Intermediation Facility Senior Priority Obligations are may represent debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased or reduced and subsequently reborrowed, as applicable, (iib) the terms of such Intermediation Facility Senior Priority Obligations may be modified, supplementedextended, renewed, replaced, restructured, replaced, refinanced, extended Refinanced or otherwise amended, restated, amended and restated, supplemented or modified, or secured with additional collateral or guaranteed by additional guarantors or co-obligors from time to time, and that (c) the aggregate amount of the Intermediation Facility Senior Priority Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Secured Parties and (iii) all Intermediation Facility Priority Collateral received by the Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, to the Intermediation Facility Obligations at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Intermediation Facility Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinancedRefinanced, in each event, without notice to or consent by the Junior Priority Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the subordination hereunder of the Liens securing the Junior Priority Obligations granted on the Common Collateral or any of the other provisions hereof. The Lien priorities and the subordination of the Junior Priority Obligations provided in this Section 2.01 2 shall not be altered or otherwise affected by any such amendment, restatement, amendment and restatement, modification, supplement, extension, increase, restructuring, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing Refinancing of either the Junior Priority Obligations or waiver, consent or accommodation with respect to, any Term Loan Obligations, the Senior Priority Obligations (or any portion thereof), by the securing of any Senior Priority Obligations with any additional collateral or guarantees, by the release of any Collateral or guarantees, by the failure of any Person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any Junior Priority Obligations or Senior Priority Obligations, or by any action that any party hereto or other Secured Party may take or fail to take in respect of any Collateral or guarantees. Without limiting the foregoing, all existing and any future Senior Priority Obligations of any class are intended to be secured by the Common Collateral, and the Liens on the Common Collateral securing such Senior Priority Obligations will constitute first priority Liens entitled to the extent in compliance with the terms benefit of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and Exit Convertible Notes Representative on behalf of itself and the other Term Loan Exit Convertible Notes Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations or any ABL Document may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented in accordance with the terms thereof from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Exit Convertible Notes Secured Parties and (iii) all Intermediation Facility Priority Collateral received without affecting the provisions hereof. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that the amount of any Exit Convertible Notes Obligations may be increased, replaced or refinanced, and any Exit Convertible Notes Document or any provision thereof may be waived, modified, extended, amended, restated or supplemented in accordance with the terms thereof from time to time, and the aggregate amount of the Exit Convertible Notes Obligations may be increased without notice to or consent by the Intermediation Facility ABL Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, to the Intermediation Facility Obligations at any time, in each case, without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility the Exit Convertible Notes Obligations, or any portion thereof, to the extent in compliance with the terms . The provisions of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject Section 2.3 are not intended to the limitations set forth in this Agreement and the applicable Term Loan Documents, constitute a waiver of any restrictions (i) contained in the ABL Agreement applicable to the amount or terms of the Term Loan Exit Convertible Notes Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by contained in the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, Exit Convertible Notes Indenture applicable to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered amount or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreementthe ABL Obligations.

Nature of Obligations. (a) The Term Loan Agent, for and Fixed Asset Representative on behalf of itself and the each other Term Loan Fixed Asset Secured Parties, expressly Party that it represents acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations and any ABL Agreement or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by any Fixed Asset Secured Party and without affecting the provisions hereof. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Fixed Asset Obligations may be replaced or refinanced and the amount of any Fixed Asset Obligations may be increased, reduced, or repaid, and any Fixed Asset Document or any provision thereof may be waived, modified, extended, amended, restated or supplemented from time to time, and that the aggregate amount of the Fixed Asset Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the ABL Secured Parties and (iii) all Intermediation Facility Priority Collateral received by the Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, to the Intermediation Facility Obligations at any time, in each case, without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility the Fixed Asset Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and Each of the Pension Fund Representative on behalf of itself and the other Term Loan Pension Fund Secured Parties, expressly Parties and the Convertible Note Representative on behalf of the applicable Convertible Note Secured Parties acknowledges and agrees that, that subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documentsterms of Section 6.1, (i) certain of the Intermediation Facility Obligations are revolving in nature and that the amount thereof of Bank Group Obligations that may be outstanding at any time, time or from time to time, time may be increased or reduced and subsequently reborrowedincreased, as applicable, (ii) and that the terms of such Intermediation Facility the Bank Group Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Intermediation Facility Bank Group Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Pension Fund Secured Parties or the Convertible Note Secured Parties and (iii) all Intermediation Facility Priority Collateral received by without affecting the Intermediation Facility provisions hereof. Each of the Bank Group Representative on behalf of itself and the other Bank Group Secured Parties, and the Convertible Note Representative on behalf of the Convertible Note Secured Parties acknowledges that, subject to the terms of Section 6.1, the amount of Pension Fund Obligations that may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, to the Intermediation Facility Obligations outstanding at any time or from time to time may be increased or reduced and subsequently increased, and that the terms of the Pension Fund Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Pension Fund Obligations may be increased, replaced or refinanced, in each caseevent, without notice to or consent by the Bank Group Secured Parties, or the Convertible Note Secured Parties and without affecting the provisions hereof. Each of the Bank Group Representative on behalf of itself and the other Bank Group Secured Parties and the Pension Fund Representative on behalf of the Pension Fund Secured Parties acknowledges that, subject to the terms of Section 6.1, the amount of Convertible Note Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently increased, and that the terms of the Convertible Note Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Convertible Note Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Bank Group Secured Parties or the Pension Fund Secured Parties and without affecting the provisions hereof. The Lien lien priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Intermediation Facility of the Bank Group Obligations, the Convertible Note Obligations, the Pension Fund Obligations or any portion thereof, . Notwithstanding anything herein or in any applicable Loan Document to the extent in compliance with contrary, the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges the Bank Group Loan Parties and agrees the Pension Fund Obligors agree that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities as provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation 5.2 with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.permitted Bank Group DIP Financings:

Nature of Obligations. (a) The Term Loan AgentRepresentative, for and on behalf of itself and the other Term Loan Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) reborrowed in accordance with the terms of such Intermediation Facility the ABL Agreement and this Agreement, and that the terms of the ABL Obligations and any ABL Agreement or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented from time to timetime (subject to the provisions of Section 6), and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinancedrefinanced (subject to the provisions of Sections 6 and 10.4), in each such event, without notice to or consent by the Term Loan Secured Parties and (iii) all Intermediation Facility Priority Collateral received by without affecting the Intermediation Facility provisions hereof. The ABL Representative, on behalf of the ABL Secured Parties Parties, acknowledges that the Term Loan Obligations may be applied, reversed, reapplied and credited replaced or reborrowed, in whole or in part, refinanced (subject to the Intermediation Facility provisions of Sections 6 and 10.4) and the amount of any Term Loan Obligations at may be increased, reduced, or repaid, and any timeTerm Loan Document or any provision thereof may be waived, modified, extended, amended, restated or supplemented from time to time (subject to the provisions of Section 6), and that the aggregate amount of the Term Loan Obligations may be increased, replaced or refinanced, in each caseevent, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and Representative on behalf of itself and the other Term Loan Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations and any ABL Agreement or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Term Loan Secured Parties and (iii) all Intermediation Facility Priority Collateral received by without affecting the Intermediation Facility provisions hereof. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Term Loan Obligations may be appliedreplaced or refinanced and the amount of any Term Loan Obligations may be increased, reversedreduced, reapplied or repaid, and credited any Term Loan Document or reborrowedany provision thereof may be waived, in whole modified, extended, amended, restated or in partsupplemented from time to time, to and that the Intermediation Facility aggregate amount of the Term Loan Obligations at any timemay be increased, replaced or refinanced, in each caseevent, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and Debt Representative on behalf of itself and the other Term Loan Debt Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations and any ABL Agreement or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Term Debt Secured Parties and (iii) all Intermediation Facility Priority Collateral received by without affecting the Intermediation Facility provisions hereof. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Term Debt Obligations may be appliedreplaced or refinanced and the amount of any Term Debt Obligations may be increased, reversedreduced, reapplied or repaid, and credited any Term Debt Document or reborrowedany provision thereof may be waived, in whole modified, extended, amended, restated or in partsupplemented from time to time, to and that the Intermediation Facility aggregate amount of the Term Debt Obligations at any timemay be increased, replaced or refinanced, in each caseevent, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility the Term Debt Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Each of the ABL Agent, for and on behalf of the ABL Secured Parties, the LC Agent, on behalf of itself and the other LC Secured Parties and the Term Loan Agent, on behalf of the Term Loan Secured Parties, expressly acknowledges and agrees thatthat (i) the ABL Credit Agreement includes a revolving commitment, subject to that in the limitations set forth ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any Common Collateral or the release of any Lien by the ABL Agent upon any portion of the Common Collateral in connection with a permitted disposition by the ABL Loan Parties under the ABL Credit Agreement and the Term Loan Agreement shall constitute an Enforcement Action under this Agreement and the applicable Intermediation Facility Documents, (i) certain of the Intermediation Facility Obligations are revolving in nature and that the amount thereof that may be outstanding at any time, or from time to time, may be increased or reduced and subsequently reborrowed, as applicable, (ii) the terms of such Intermediation Facility the Secured Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Intermediation Facility Secured Obligations may be increased, replaced, renewed, extended, restructured replaced or refinancedRefinanced, in each such event, without notice to or consent by the Secured Parties and (iii) all Intermediation Facility Priority Collateral received by the Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, except to the Intermediation Facility Obligations at any time, in each case, extent required under Section 6) and without affecting the provisions hereof. The Lien priorities provided set forth in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of Refinancing of, or waiver, consent or accommodation with respect to, to any Intermediation Facility of the ABL/LC Secured Obligations or the Term Loan Secured Obligations, or any portion thereof. Each Secured Party acknowledges that certain of the Secured Obligations are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, to the extent in compliance with and that the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility such Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Secured Obligations may be replacedincreased, renewed, extended, restructured replaced or refinancedRefinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article Section 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien lien priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing Refinancing of or waiver, consent or accommodation with respect to, to any Term Loan Secured Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and on behalf of itself and the other Term Loan Secured Parties, and the Renewables Intermediation Facility Representative, for itself and the other Renewables Intermediation Facility Secured Parties, each expressly acknowledges acknowledge and agrees agree that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain of the Intermediation Facility Obligations are revolving in nature and that the amount thereof that may be outstanding at any time, or from time to time, may be increased or reduced and subsequently reborrowed, as applicable, (ii) the terms of such Intermediation Facility Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Intermediation Facility Obligations may be increased, replaced, renewed, extended, restructured or refinanced, in each such event, without notice to or consent by the Secured Parties and (iii) all Intermediation Facility Priority Collateral received by the Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, to the Intermediation Facility Obligations at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Intermediation Facility Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative Representative, for itself and the other Intermediation Facility Secured Parties, and the Renewables Intermediation Facility Representative, for itself and the other Renewables Intermediation Facility Secured Parties, each expressly acknowledges acknowledge and agrees agree that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (c) The Term Loan Agent, for and on behalf of itself and the other Term Loan Secured Parties, and the Intermediation Facility Representative, for itself and the other Intermediation Facility Secured Parties, each expressly acknowledge and agree that, subject to the limitations set forth in this Agreement and the applicable Renewables Intermediation Facility Documents, (i) certain of the Renewables Intermediation Facility Obligations are revolving in nature and that the amount thereof that may be outstanding at any time, or from time to time, may be increased or reduced and subsequently reborrowed, as applicable, (ii) the terms of such Renewables Intermediation Facility Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Renewables Intermediation Facility Obligations may be increased, replaced, renewed, extended, restructured or refinanced, in each such event, without notice to or consent by the Secured Parties and (iii) all Renewables Intermediation Facility Priority Collateral received by the Renewables Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, to the Renewables Intermediation Facility Obligations at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Renewables Intermediation Facility Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and Each Junior Representative on behalf of itself and the other Term Loan respective Junior Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased or reduced and subsequently reborrowedre-borrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, subject to the lien priorities set forth herein and the limitations on Indebtedness contained in the Junior Documents, in each such event, without notice to or consent by the Junior Secured Parties and (iii) all Intermediation Facility Priority Collateral received without affecting the provisions hereof. The ABL Agent and the Convertible Noteholder Trustee acknowledge that the terms of the Term Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Term Obligations may be increased, replaced or refinanced, subject to the lien priorities set forth herein and the limitations on Indebtedness contained herein and in the ABL Loan Documents and the Convertible Note Indenture Documents in each event, without notice to or consent by the Intermediation Facility Secured Parties other Representatives and without affecting the provisions hereof. The ABL Agent and the Term Agent acknowledge that the Convertible Note Indenture Obligations may be appliedreplaced or refinanced, reversed, reapplied without notice to or consent by the other Representatives and credited or reborrowed, in whole or in part, to the Intermediation Facility Obligations at any time, in each case, without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 (including the ABL Obligations Cap) and the Term Loan Cap shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowingre-borrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Intermediation Facility Class of Secured Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for Note and Specified Hedge Representative on behalf of itself and the other Term Loan Note and Specified Hedge Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicable, (ii) and that the terms of such Intermediation Facility the ABL Obligations and any ABL Agreement or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented in accordance with the terms thereof from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increased, replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Note and Specified Hedge Secured Parties and (iii) all Intermediation Facility Priority Collateral received by without affecting the Intermediation Facility provisions hereof. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Note and Specified Hedge Obligations may be appliedreplaced or refinanced and the amount of any Note and Specified Hedge Obligation may be increased, reversedreduced, reapplied or repaid, and credited any Note and Specified Hedge Document or reborrowedany provision thereof may be waived, modified, extended, amended, restated or supplemented in whole accordance with the terms thereof from time to time, and that the aggregate amount of the Note and Specified Hedge Obligations may be increased, replaced or in part, to the Intermediation Facility Obligations at any timerefinanced, in each caseevent, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility the Note and Specified Hedge Obligations, or any portion thereof, to the extent in compliance with the terms . The provisions of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject Section 2.3 are not intended to the limitations set forth in this Agreement and the applicable Term Loan Documents, constitute a waiver of any restrictions (i) contained in the ABL Agreement applicable to the amount or terms of the Term Loan Note and Specified Hedge Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article 6) and (ii) all Term Loan Priority Collateral received by contained in the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, Note and Specified Hedge Agreement applicable to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered amount or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreementthe ABL Obligations.

Nature of Obligations. (a) The Each of the ABL Agent, on behalf of the ABL Secured Parties, the Senior Term Loan Agent, for and on behalf of itself the Senior Term Loan Secured Parties and the other Junior Term Loan Agent, on behalf of the Junior Term Loan Secured Parties, expressly acknowledges and agrees thatthat (i) the ABL Credit Agreement includes a revolving commitment, subject to that in the limitations set forth ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any Collateral or the release of any Lien by the ABL Agent upon any portion of the Collateral in connection with a permitted disposition by the ABL Loan Parties under the ABL Credit Agreement, the Senior Term Loan Agreement and the Junior Term Loan Agreement shall constitute an Enforcement Action under this Agreement and the applicable Intermediation Facility Documents, (i) certain of the Intermediation Facility Obligations are revolving in nature and that the amount thereof that may be outstanding at any time, or from time to time, may be increased or reduced and subsequently reborrowed, as applicable, (ii) the terms of such Intermediation Facility the Secured Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Intermediation Facility Secured Obligations may be increased, replaced, renewed, extended, restructured replaced or refinancedRefinanced, in each such event, without notice to or consent by the Secured Parties and (iii) all Intermediation Facility Priority Collateral received by the Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, except to the Intermediation Facility Obligations at any time, in each case, extent required under Section 6) and without affecting the provisions hereofhereof (provided, however, that nothing in this clause (ii) shall affect the determination as to which ABL Secured Obligations constitute ABL Priority Obligations). The Lien priorities provided set forth in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of Refinancing of, or waiver, consent or accommodation with respect toto any of the ABL Secured Obligations, any Intermediation Facility the Senior Term Loan Secured Obligations or the Junior Term Loan Secured Obligations, or any portion thereofthereof Each Secured Party acknowledges that certain of the Secured Obligations are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, to the extent in compliance with and that the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility such Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Secured Obligations may be replacedincreased, renewed, extended, restructured replaced or refinancedRefinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article Section 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien lien priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing Refinancing of or waiver, consent or accommodation with respect to, to any Term Loan Secured Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Agent, for and Debt Representative on behalf of itself and the other Term Loan Debt Secured Parties, expressly Parties acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Intermediation Facility Documents, (i) certain that a portion of the Intermediation Facility ABL Obligations are represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time, time or from time to time, time may be increased increased, reduced or reduced repaid and subsequently reborrowed, as applicablethat the ABL Obligations may be replaced or refinanced, (ii) and that the terms of such Intermediation Facility the ABL Obligations and any ABL Document or any provision thereof may be waived, modified, supplementedextended, renewedamended, restructured, replaced, refinanced, extended restated or otherwise amended supplemented from time to time, and that the aggregate amount of the Intermediation Facility ABL Obligations may be increasedincreased (including by means of making available under the ABL Agreement to Loan Parties loans or other extensions of credit that are of additional and/or different types or kinds from the types and kinds of loans and extensions of credit available to Loan Parties under the ABL Documents as of the date hereof), replaced, renewed, extended, restructured replaced or refinanced, in each such event, without notice to or consent by the Term Debt Secured Parties and (iii) all Intermediation Facility Priority Collateral received by the Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, to the Intermediation Facility Obligations at any time, in each case, without affecting the provisions hereof; provided that any increase in the amount of the ABL Obligations shall be subject to the limitations under the ABL Obligations Cap, and the ABL Creditors shall not agree to any amendment, waiver or other change to the final maturity date (except in connection with an acceleration of the ABL Obligations following an event of default) under the ABL Agreement as in effect on the date hereof (including pursuant to any execution of a Replacement ABL Agreement) that would advance such maturity date. The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Term Debt Obligations may be replaced or refinanced and the amount of any Term Debt Obligations may be increased, reduced, or repaid, and that the terms of the Term Debt Obligations and any Term Debt Document or any provision thereof may be waived, modified, extended, amended, restated or supplemented from time to time, and that the aggregate amount of the Term Debt Obligations may be increased (including by means of making available under the Term Debt Agreement to Loan Parties loans or other extensions of credit that are of additional and/or different types or kinds from the types and kinds of loans and extensions of credit available to Loan Parties under the Term Debt Documents as of the date hereof), replaced or refinanced, in each event, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof; provided that any increase in the amount of the Term Debt Obligations shall be subject to the limitations under the Term Debt Obligations Cap, and the Term Debt Creditors shall not agree to any amendment, waiver or other change to the final maturity date (except in connection with an acceleration of the Term Debt Obligations following an event of default) under the Term Debt Agreement as in effect on the date hereof (including pursuant to any execution of a Replacement Term Debt Agreement) that would advance such maturity date to a date that is earlier than the final maturity date under the ABL Agreement as in effect on the date hereof. The Lien priorities Priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of either the ABL Obligations or waiver, consent or accommodation with respect to, any Intermediation Facility the Term Debt Obligations, or any portion thereof. Without limiting the generality of the foregoing, if either the ABL Creditors or the Term Debt Creditors shall amend their respective Loan Documents or otherwise make extensions of credit (or permit extensions of credit to be outstanding) such that the extent ABL Obligations consisting of ABL Capped Obligations should exceed the ABL Obligations Cap or that the Term Debt Obligations consisting of Term Debt Capped Obligations should exceed the Term Debt Obligations Cap, then, in compliance with the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, any such case (i) the terms amount of the Term Loan ABL Capped Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended up to the ABL Obligations Cap or otherwise amended from time to time, and that the aggregate amount of the Term Loan Debt Capped Obligations may be replaced, renewed, extended, restructured or refinanced, in each event, without notice to or consent by the Secured Parties (except up to the extent required Term Debt Obligations Cap (as applicable) shall retain its priority under Article 6) and the waterfall provided for in Section 4.1 hereof, (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, rights of and remedies available to the Term Loan Obligations other parties hereto under such circumstance shall be limited to the imposition of the limitations on the recoveries of such non-complying parties from the Collateral in accordance with Section 4.1 hereof, and (iii) such event shall not otherwise constitute a breach of this Agreement or invalidate or affect in any manner any of the Term Loan Agreement at any time, in each case, without affecting the other provisions hereof. The Lien priorities provided in Section 2.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Term Loan Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.

Nature of Obligations. (a) The Term Loan Each of the ABL Agent, for on behalf of the ABL Secured Parties and the LC Agent, on behalf of itself and the other Term Loan LC Secured Parties, expressly acknowledges and agrees thatthat (i) the ABL Credit Agreement includes a revolving commitment, subject to that in the limitations set forth ordinary course of business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any Common Collateral or the release of any Lien by the ABL Agent upon any portion of the Common Collateral in connection with a permitted disposition by the ABL Loan Parties under the ABL Credit Agreement and the LC Credit Agreement shall constitute an Enforcement Action under this Agreement and the applicable Intermediation Facility Documents, (i) certain of the Intermediation Facility Obligations are revolving in nature and that the amount thereof that may be outstanding at any time, or from time to time, may be increased or reduced and subsequently reborrowed, as applicable, (ii) the terms of such Intermediation Facility the Secured Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Intermediation Facility Secured Obligations may be increased, replaced, renewed, extended, restructured replaced or refinancedRefinanced, in each such event, without notice to or consent by the Secured Parties and (iii) all Intermediation Facility Priority Collateral received by the Intermediation Facility Secured Parties may be applied, reversed, reapplied and credited or reborrowed, in whole or in part, except to the Intermediation Facility Obligations at any time, in each case, extent required under Section 6) and without affecting the provisions hereof. The Lien priorities provided set forth in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing of Refinancing of, or waiver, consent or accommodation with respect to, to any Intermediation Facility of the ABL Secured Obligations or the LC Secured Obligations, or any portion thereof. Each Secured Party acknowledges that certain of the Secured Obligations are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, to the extent in compliance with and that the terms of this Agreement. (b) The Intermediation Facility Representative for itself and the other Intermediation Facility such Secured Parties, expressly acknowledges and agrees that, subject to the limitations set forth in this Agreement and the applicable Term Loan Documents, (i) the terms of the Term Loan Obligations may be modified, supplemented, renewed, restructured, replaced, refinanced, extended or otherwise amended from time to time, and that the aggregate amount of the Term Loan Secured Obligations may be replacedincreased, renewed, extended, restructured replaced or refinancedRefinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Article Section 6) and (ii) all Term Loan Priority Collateral received by the Term Loan Agent may be applied, reversed, reapplied, reborrowed or credited in whole or in part, to the Term Loan Obligations in accordance with the Term Loan Agreement at any time, in each case, without affecting the provisions hereof. The Lien lien priorities provided in Section 2.01 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restructuring, application, reversal, restatement or refinancing Refinancing of or waiver, consent or accommodation with respect to, to any Term Loan Secured Obligations, or any portion thereof, to the extent in compliance with the terms of this Agreement.