Common use of Amendments to, and Refinancing of, ABL Facility Documents Clause in Contracts

Amendments to, and Refinancing of, ABL Facility Documents. (i) The ABL Facility Documents may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with their terms and the ABL Facility Obligations may (subject to compliance with Section 8.19) be Refinanced with replacement ABL Facility Obligations, in each case, without notice to, or the consent of, the Term Loan Collateral Agent or the other Term Loan Secured Parties, all without affecting the Lien subordination or other provisions of this Agreement; provided, however, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification or Refinancing of the ABL Facility Documents shall not, without the consent of the Directing Term Loan Collateral Agent: (A) except as otherwise contemplated or required by the ABL Facility Documents (as in effect on the date hereof) and except in connection with any ABL Facility DIP Financing permitted hereunder, expressly subordinate the Lien on all or substantially all of the ABL Facility Priority Collateral to the Lien of any other creditor on the ABL Facility Priority Collateral; (B) contravene the provisions of this Agreement; (C) add any limitation (materially more restrictive than that originally contained in the Term Loan Credit Agreement) on the optional or mandatory prepayment of the loans under the Term Loan Credit Documents; provided that, subject to clauses (A) through (C) above), the ABL Facility Documents may be amended, restated, amended and restated, supplemented or otherwise modified and/or Refinanced from time to time in accordance with their terms in order to effect the making or provision of (x) any “Incremental Commitments” or (y) any “Extended Revolving Loan Commitment” (each as defined in the ABL Facility Credit Agreement), in each case without notice to, or the consent of, any Term Loan Collateral Agent or Term Loan Secured Party. Subject to the provisions of the Term Loan Documents, the ABL Facility Documents may be Refinanced with ABL Facility Obligations to the extent the terms and conditions of such Refinancing Indebtedness meet the requirements of this Section 4.4(c) and the holders of such Refinancing Indebtedness comply with Section 8.19. (ii) In the event the ABL Facility Collateral Agent or the ABL Facility Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the ABL Facility Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any ABL Facility Security Document or changing in any manner the rights of the ABL Facility Collateral Agent, such ABL Facility Secured Parties, the Borrower or any other Grantor thereunder, in each case with respect to or relating to the ABL Facility Priority Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Term Loan Security Document without the consent of the Term Loan Collateral Agent or the Term Loan Secured Parties and without any action by the Term Loan Collateral Agent, the Borrower or any other Grantor, provided, that (A) no such amendment, waiver or consent shall have the effect of (I) removing assets that constitute ABL Facility Priority Collateral subject to the Lien of the Term Loan Security Documents, except to the extent that a release of such Lien is permitted or required by Section 4.4(a) and provided that there is a corresponding release of such Lien securing the ABL Facility Obligations, (II) imposing duties on the Term Loan Collateral Agent without its consent or (III) permitting other liens on the ABL Facility Priority Collateral not permitted under the terms of the Term Loan Documents or Section 4.5 and (B) notice by the ABL Facility Collateral Agent of such amendment, waiver or consent shall have been given to the Term Loan Collateral Agent within ten (10) Business Days after the effective date of such amendment, waiver or consent. (iii) The ABL Facility Collateral Agent shall endeavor to give prompt notice of any amendment, waiver or consent of an ABL Facility Document to the Term Loan Collateral Agent after the effective date of such amendment, waiver or consent; provided that the failure of the ABL Facility Collateral Agent to give any such notice shall not affect the priority of the ABL Facility Collateral Agent’s Liens as provided herein or the validity or effectiveness of any such notice as against the Grantors or any of their Subsidiaries.

Amendments to, and Refinancing of, ABL Facility Documents. (i) The Subject to the Term Loan Credit Agreement (as in effect on the date hereof), the ABL Facility Documents may be amended, restated, amended and restated, replaced, supplemented or otherwise modified in accordance with their terms and the ABL Facility Obligations Documents may (subject to compliance with Section 8.19) be Refinanced with replacement ABL Facility ObligationsRefinanced, in each case, without notice to, or the consent of, the Term Loan Collateral Security Agent or the other Term Loan Secured PartiesParties (but subject to the requirements of the last sentence of this paragraph and of Section 3.4(f) below), all without affecting the Lien lien subordination or other provisions of this Agreement; provided, however, . The Term Loan Security Agent on behalf of itself and the other Term Loan Secured Parties acknowledges that any such amendment, restatement, amendment and restatement, replacement, supplement, modification or Refinancing a portion of the ABL Facility Documents shall not, without Obligations represents debt that is revolving in nature and that the consent of the Directing Term Loan Collateral Agent: (A) except as otherwise contemplated or required by the ABL Facility Documents (as in effect on the date hereof) and except in connection with any ABL Facility DIP Financing permitted hereunder, expressly subordinate the Lien on all or substantially all of the ABL Facility Priority Collateral to the Lien of any other creditor on the ABL Facility Priority Collateral; (B) contravene the provisions of this Agreement; (C) add any limitation (materially more restrictive than amount thereof that originally contained in the Term Loan Credit Agreement) on the optional or mandatory prepayment of the loans under the Term Loan Credit Documents; provided that, subject to clauses (A) through (C) above), the ABL Facility Documents may be amended, restated, amended and restated, supplemented outstanding at any time or otherwise modified and/or Refinanced from time to time in accordance with their terms in order to effect the making may be increased or provision of (x) any “Incremental Commitments” or (y) any “Extended Revolving Loan Commitment” (each as defined in the ABL Facility Credit Agreement)reduced and subsequently reborrowed, in each case without notice to, or the consent of, any Term Loan Collateral Agent or Term Loan Secured Party. Subject to affecting the provisions of the Term Loan Documents, the hereof. The ABL Facility Documents may be Refinanced with ABL Facility Obligations to the extent the terms and conditions of such Refinancing Indebtedness meet the requirements of this Section 4.4(c) each Credit Agreement and the holders of such Refinancing Indebtedness comply with Section 8.19bind themselves in a writing addressed to the Term Loan Security Agent and the Term Loan Secured Parties to the terms of this Agreement; provided that if such Refinancing Indebtedness is secured by a Lien on any Collateral the holders of such Refinancing Indebtedness shall be deemed bound by the terms hereof regardless of whether or not any such writing is provided. (ii) The Grantors agree that each ABL Facility Security Document shall include the following language (with any necessary modifications to give effect to applicable definitions) (or language to similar effect approved by the Term Loan Security Agent): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the ABL Facility Security Agent pursuant to this Agreement in any Term Loan First Lien Collateral and the exercise of any right or remedy by the ABL Facility Security Agent with respect to any Term Loan First Lien Collateral hereunder are subject to the provisions of the Intercreditor Agreement, dated as of August 19, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among PC Intermediate Holdings, Inc., a Delaware corporation, Party City Holdings Inc., a Delaware corporation, Party City Corporation, a Delaware corporation, the other Grantors from time to time party thereto, JPMorgan Chase Bank, N.A. (“JPM”), as ABL Facility Security Agent, Deutsche Bank AG New York Branch (“DBNY”), as Term Loan Security Agent, and certain other Persons party or that may become party thereto from time to time. In the event of any conflict between the ABL Facility Collateral Agent or terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.” In addition, the Grantors agree that each mortgage in favor of the ABL Facility Secured Parties covering any Term Loan First Lien Collateral shall also contain such other language as the Term Loan Security Agent may reasonably request to reflect the subordination of such mortgage to the mortgage in favor of the Term Loan Secured Parties covering such Term Loan First Lien Collateral. (iii) In the event the Term Loan Security Agent or any Term Loan Secured Party and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the ABL Facility Term Loan Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any ABL Facility Term Loan Security Document or changing in any manner the rights of the ABL Facility Collateral Term Loan Security Agent, such ABL Facility Term Loan Secured Parties, the any Borrower or any other Grantor thereunder, in each case with respect to or relating to the ABL Facility Priority Term Loan First Lien Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Term Loan ABL Facility Security Document without the consent of the Term Loan Collateral ABL Facility Security Agent or the Term Loan ABL Facility Secured Parties and without any action by the Term Loan Collateral ABL Facility Security Agent, the any Borrower or any other Grantor, provided, that (A) no such amendment, waiver or consent shall have the effect of (Ii) removing assets that constitute ABL Facility Priority Term Loan First Lien Collateral subject to the Lien of the Term Loan ABL Facility Security Documents, except to the extent that a release of such Lien is permitted or required by Section 4.4(a2.4(a) and provided that there is a corresponding release of such Lien securing the ABL Facility Term Loan Obligations, (IIii) imposing duties on the Term Loan Collateral ABL Facility Security Agent without its consent or (IIIiii) permitting other liens on the ABL Facility Priority Term Loan First Lien Collateral not permitted under the terms of the Term Loan ABL Facility Documents or Section 4.5 2.5 and (B) notice by the ABL Facility Collateral Agent of such amendment, waiver or consent shall have been given to the Term Loan Collateral ABL Facility Security Agent within ten (10) Business Days after the effective date of such amendment, waiver or consent (although the failure to give any such notice shall in no way affect the effectiveness of any such amendment, waiver or consent). (iiiiv) The ABL Facility Collateral Term Loan Security Agent shall endeavor to give prompt notice of any amendment, waiver or consent of an ABL Facility a Term Loan Document to the Term Loan Collateral ABL Facility Security Agent after the effective date of such amendment, waiver or consent; provided provided, that the failure of the ABL Facility Collateral Term Loan Security Agent to give any such notice shall not affect the priority of the ABL Facility Collateral Term Loan Security Agent’s Liens as provided herein or the validity or effectiveness of any such notice as against the Grantors or any of their Subsidiaries.

Amendments to, and Refinancing of, ABL Facility Documents. (i) The ABL Facility Documents may be amended, restated, amended and restated, supplemented supplemented, increased or otherwise modified in accordance with their terms and the ABL Facility Obligations may (subject to compliance with Section 8.19) be Refinanced with replacement ABL Facility Obligations, in each case, without notice to, or the consent of, the Term Loan Collateral Agent or Agents, the other Term Loan Secured Parties, any Junior Priority Collateral Agent or other Junior Priority Secured Parties, all without affecting the Lien subordination or other provisions of this Agreement; provided, however, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification or Refinancing of the ABL Facility Documents shall not, without the consent of the Directing Term Loan Collateral Agent: (A) except as otherwise contemplated or required by Agent and the ABL Facility Documents (as in effect on the date hereof) and except in connection with any ABL Facility DIP Financing permitted hereunder, expressly subordinate the Lien on all or substantially all of the ABL Facility Directing Junior Priority Collateral to the Lien of any other creditor on the ABL Facility Priority Collateral; (B) Agent contravene the provisions of this Agreement; (C) add any limitation (materially more restrictive than that originally contained in the Term Loan Credit Agreement) on the optional or mandatory prepayment of the loans under the Term Loan Credit Documents; provided that, subject to clauses (A) through (C) abovenotwithstanding the provisions of this Section 4.5(g), the ABL Facility Documents may be amended, restated, amended and restated, supplemented supplemented, increased or otherwise modified and/or Refinanced from time to time in accordance with their terms in order to effect the making or provision of (x) any “Incremental Commitments” incremental or (y) any “Extended Revolving Loan Commitment” (each as defined in increased revolving commitments under the ABL Facility Credit Agreement), in each case without notice to, or the consent of, any Term Loan Collateral Agent, any Term Loan Secured Party, any Junior Priority Collateral Agent or Term Loan any Junior Priority Secured Party. Subject to the provisions of the Term Loan Documents and the Junior Priority Documents, the ABL Facility Documents may be Refinanced with ABL Facility Obligations to the extent the terms and conditions of such Refinancing Indebtedness meet the requirements of this Section 4.4(c4.5(g) and the holders of such Refinancing Indebtedness comply with Section 8.19. (ii) In the event the ABL Facility Collateral Agent or the ABL Facility Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the ABL Facility Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any ABL Facility Security Document or changing in any manner the rights of the ABL Facility Collateral Agent, such ABL Facility Secured Parties, the Borrower Company or any other Grantor thereunder, in each case with respect to or relating to the ABL Facility Priority Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Term Loan Security Document and the Comparable Junior Priority Security Document without the consent of any Term Loan Collateral Agent, the Term Loan Secured Parties, the Junior Priority Collateral Agent Agents or the Term Loan Junior Priority Secured Parties and without any action by the any Term Loan Collateral Agent, the Borrower Junior Priority Collateral Agents, the Company or any other Grantor, provided, that (A) no such amendment, waiver or consent shall have the effect of (I) removing assets that constitute ABL Facility Priority Collateral subject to the Lien of the Term Loan Security Documents or the Junior Priority Security Documents, except to the extent that a release of such Lien is permitted or required by Section 4.4(a4.5(a) and provided that there is a corresponding release of such Lien securing the ABL Facility Obligations, (II) imposing duties on the any Term Loan Collateral Agent or any Junior Priority Collateral Agent without its their respective consent or (III) permitting other liens on the ABL Facility Priority Collateral not permitted under the terms of the Term Loan Documents, the Junior Priority Documents or Section 4.5 4.6 and (B) notice by the ABL Facility Collateral Agent of such amendment, waiver or consent shall have been given to the each Term Loan Collateral Agent and each Junior Priority Collateral Agent within ten (10) Business Days after the effective date of such amendment, waiver or consent. (iii) Following the Discharge of Term Loan Obligations, in the event the ABL Facility Collateral Agent or the ABL Facility Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the ABL Facility Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any ABL Facility Security Document or changing in any manner the rights of the ABL Facility Collateral Agent, such ABL Facility Secured Parties, the Company or any other Grantor thereunder, in each case with respect to or relating to the Term Loan Priority Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Junior Priority Security Document without the consent of any Junior Priority Collateral Agent or the Junior Priority Secured Parties and without any action by any Junior Priority Collateral Agent, the Company or any other Grantor, provided, that (A) no such amendment, waiver or consent shall have the effect of (I) removing assets that constitute Term Loan Priority Collateral subject to the Lien of the Junior Priority Security Documents, except to the extent that a release of such Lien is permitted or required by Section 4.5(a) and provided that there is a corresponding release of such Lien securing the ABL Facility Obligations, (II) imposing duties on any Junior Priority Collateral Agent without its consent or (III) permitting other liens on the Term Loan Priority Collateral not permitted under the terms of the Junior Priority Documents or Section 4.6 and (B) notice by the ABL Facility Collateral Agent of such amendment, waiver or consent shall have been given to each Junior Priority Collateral Agent within ten (10) Business Days after the effective date of such amendment, waiver or consent. (iv) The ABL Facility Collateral Agent shall endeavor to give prompt notice of any amendment, waiver or consent of an ABL Facility Document to the each Term Loan Collateral Agent and each Junior Priority Collateral Agent after the effective date of such amendment, waiver or consent; provided that the failure of the ABL Facility Collateral Agent to give any such notice shall not affect the priority of the ABL Facility Collateral Agent’s Liens as provided herein or the validity or effectiveness of any such notice amendment as against the Grantors or any of their Subsidiaries.