Subject to the occurrence of the Effective Date (as defined below), and notwithstanding anything to the contrary in the Agreement or each of the other Loan Documents, the Agent and each of the Lenders hereby consent to the MSD Credit Agreement Amendment and the ABL Credit Agreement Amendment, consent to, and authorize Agent to enter into, the ABL-Notes Intercreditor Agreement .  For the avoidance of doubt, in the event the Effective Date (as defined below) does not occur for any reason, each of the consents referenced in this Section 5 shall be of no force or effect.