Common use of When Discharge of ABL Obligations Deemed to Not Have Occurred Clause in Contracts

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after the Discharge of ABL Obligations has occurred (or concurrently therewith) the Company and/or any Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL Obligations, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations), and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Company and/or any Grantor has entered into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term Collateral Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by the Term Collateral Agent together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral). The New ABL Agent shall agree to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other ABL Priority Collateral. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other TL Priority Collateral.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after the Discharge of ABL Obligations has occurred (or concurrently therewith) the Company and/or or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL Obligations, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations), and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations (together with Secured Cash Management Agreements on the basis provided in the definition of “ABL Documents” contained herein) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a an ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents (together with Secured Cash Management Banks as provided herein) shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Company and/or or any other Grantor has entered into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term Collateral Agent and the Notes Collateral Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any Grantor or such New ABL Agent shall reasonably request in order to provide pro- vide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by the Term Collateral Agent or the Notes Collateral Agent together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral). The New ABL Agent shall agree to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the Term Obligations and the Notes Obligations, then the Term Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other ABL Priority Collateral and the Notes Obligations shall be secured at such time by a Third Priority Lien on such assets to the same extent provided in the Notes Security Documents with respect to the other ABL Priority Collateral. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Priority Collateral that do not also secure the Term Obligations and the Notes Obligations, then the Term Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other TL Priority Collateral and the Notes Obligations shall be secured at such time by a Third Priority Lien on such assets to the same extent provided in the Notes Security Documents with respect to the other TL Priority Collateral.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after the Discharge of ABL Obligations has occurred (or concurrently therewith) the Company and/or or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL Obligations, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations), and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Company and/or or any other Grantor has entered into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term Collateral Agent and the Notes Collateral Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by the Term Collateral Agent or the Notes Collateral Agent together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral). The New ABL Agent shall agree to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the Term Obligations and the Notes Obligations, then the Term Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other ABL Priority Collateral and the Notes Obligations shall be secured at such time by a Third Priority Lien on such assets to the same extent provided in the Notes Security Documents with respect to the other ABL Priority Collateral. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Priority Collateral that do not also secure the Term Obligations and the Notes Obligations, then the Term Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other TL Priority Collateral and the Notes Obligations shall be secured at such time by a Third Priority Lien on such assets to the same extent provided in the Notes Security Documents with respect to the other TL Priority Collateral.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after concurrently with (or immediately after) the Discharge of ABL Obligations has occurred (or concurrently therewith) Obligations, the Company and/or or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL ObligationsObligations and provides the notice referred to in the following sentence, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations)Agreement, and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations (together with the ABL Bank Product Agreements on the basis provided in the definition of “ABL Loan Documents” contained herein) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a an ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents (together with the ABL Bank Product Creditors as provided herein) shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice from the Company stating that the Company and/or or any other Grantor has entered into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term Collateral Loan Security Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by the Term Collateral Agent Loan Security Agent, together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral). The New ABL Agent shall agree to be bound by the terms of this Agreement. If the new ABL Priority Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure each of the Term Loan Priority Obligations, then each of the Term Loan Priority Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Term Loan Security Documents with respect to the other ABL Priority Collateral. If the new ABL Priority Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Term Loan Priority Collateral that do not also secure each of the Term Loan Priority Obligations, then each of the Term Loan Priority Obligations shall be secured at such time by a First Priority Lien and Second Priority Lien, respectively, on such assets to the same extent provided in the Term Loan Security Documents with respect to the other TL Term Loan Priority Collateral.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein(a) If, if at any time after the Discharge of ABL Obligations has occurred (or concurrently contemporaneously therewith) the Company and/or , any ABL Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL ObligationsLoan Document evidencing an ABL Obligation, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations), and, from and after the date on which the New ABL Debt Notice is delivered to the Term Loan Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the Permitted Refinancing ABL Loan Document shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of ABL Priority Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Loan Documents shall be a the ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. This Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon receipt of a notice (the “New ABL Debt Notice”) stating that the Company and/or any ABL Grantor has entered into a new ABL Loan Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agentABL Collateral Agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term Loan Collateral Agent shall promptly (ia) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any such ABL Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (iib) deliver to the New ABL Agent any ABL Pledged ABL Priority Collateral held by the Term Collateral Agent it together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such ABL Pledged ABL Priority Collateral). The New ABL Agent shall agree in a writing addressed to the Term Loan Collateral Agent and the Term Loan Claimholders to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Loan Documents are secured by assets of the Grantors of the type any ABL Grantor constituting ABL Priority Collateral that do not also secure the Term Loan Obligations, then the Term Loan Obligations shall be secured at such time by a Second Priority second-priority Lien on such assets to the same extent provided in the Term Security Loan Collateral Documents with respect and this Agreement except to the other ABL Priority Collateral. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at extent such time by a First Priority Lien on such assets constitutes a Term Loan Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Term Loan Obligations has occurred or contemporaneously therewith, any ABL Grantor enters into any Refinancing of any Term Loan Document evidencing a Term Loan Obligation, then such Discharge of Term Loan Obligations shall automatically be deemed not to the same extent provided in the Term Security Documents have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the other TL occurrence of such first Discharge of Term Loan Obligations), and, from and after the date on which the New Term Loan Debt Notice is delivered to the ABL Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the Term Loan Document shall automatically be treated as Term Loan Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of ABL Priority Collateral.Collateral set forth herein, and the Term Loan Collateral Agent under such Term Loan Documents shall be the Term Loan Collateral Agent for all purposes of this

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after concurrently with (or immediately after) the Discharge of ABL Obligations has occurred (or concurrently therewith) Obligations, the Company and/or or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL ObligationsObligations and provides the notice referred to in the following sentence, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations)Agreement, and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations (together with the ABL Bank Product Agreements on the basis provided in the definition of “ABL Loan Documents” contained herein) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a an ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents (together with the ABL Bank Product Creditors as provided herein) shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice from the Company stating that the Company and/or or any other Grantor has entered into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, each of the Term Collateral First-Lien Security Agent and the Second-Lien Security Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by either the Term Collateral First-Lien Security Agent or the Second-Lien Security Agent, respectively, together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral). The New ABL Agent shall agree to be bound by the terms of this Agreement. If the new ABL Priority Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure each of the Term First-Lien Priority Obligations and the Second-Lien Priority Obligations, then each of the Term First-Lien Priority Obligations and the Second-Lien Priority Obligations shall be secured at such time by a Second Priority Lien and a Third Priority Lien, respectively, on such assets to the same extent provided in the Term First-Lien Security Documents and Second-Lien Security Documents with respect to the other ABL Priority Collateral. If the new ABL Priority Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Term Loan Priority Collateral that do not also secure each of the Term First-Lien Priority Obligations and the Second-Lien Priority Obligations, then each of the Term First-Lien Priority Obligations and the Second-Lien Priority Obligations shall be secured at such time by a First Priority Lien and Second Priority Lien, respectively, on such assets to the same extent provided in the Term First-Lien Security Documents and Second-Lien Security Documents with respect to the other TL Term Loan Priority Collateral.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after the Discharge of ABL Obligations Obli- gations has occurred (or concurrently therewith) the Company and/or or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL ObligationsObliga- tions, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred oc- curred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL ObligationsObliga- tions), and the obligations under the any Permitted Refinancing of the ABL Obligations shall automatically auto- matically be treated as ABL Obligations for all purposes of this Agreement, including for purposes pur- poses of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing Refinanc- ing and the ABL Collateral Facility Agent under such ABL Documents shall be a ABL Collateral Facility Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Company and/or or any other Grantor has entered into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term First Priority Collateral Agents and the Junior Lien Collateral Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Facility Collateral held by the Term First Priority Collateral Agents or the Junior Lien Collateral Agent together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Facility Collateral). The New ABL Agent shall agree to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral Facility Col- lateral that do not also secure the Term First Priority Lien Obligations and the Junior Lien Obligations, then the Term First Priority Lien Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Term First Priority Security Documents with respect to the other ABL Facility Collateral and the Junior Lien Obligations shall be secured at such time by a Third Priority Lien on such assets to the same extent provided in the Notes Security Docu- ments with respect to the other ABL Facility Collateral. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other TL Priority Collateral.Notes Collat-

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein(a) If, if at any time after the Discharge of ABL Obligations has occurred (or concurrently contemporaneously therewith) the Company and/or , any ABL Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL ObligationsLoan Document evidencing an ABL Obligation, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than provided, that for avoidance of doubt, such Refinancing shall not have any effect with respect to any actions taken prior to by the date of such designation as a result of Term Loan Collateral Agent or any Term Loan Claimholders after the occurrence of such first Discharge of ABL ObligationsObligations and prior to the date of such Refinancing), and, from and after the date on which the New ABL Debt Notice is delivered to the Term Loan Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the Permitted Refinancing ABL Loan Document shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of ABL Priority Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Loan Documents shall be a the ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. This Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon receipt of a notice (the “New ABL Debt Notice”) stating that the Company and/or any ABL Grantor has entered into a new ABL Loan Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agentABL Collateral Agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term Loan Collateral Agent shall promptly (ia) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any such ABL Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (iib) deliver to the New ABL Agent any ABL Pledged ABL Priority Collateral held by the Term Collateral Agent it together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such ABL Pledged ABL Priority Collateral). The New ABL Agent shall agree in a writing addressed to the Term Loan Collateral Agent and the Term Loan Claimholders to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Loan Documents are secured by assets of the Grantors of the type any ABL Grantor constituting ABL Priority Collateral that do not also secure the Term Loan Obligations, then the Term Loan Obligations shall be secured at such time by a Second Priority second-priority Lien on such assets to the same extent provided in the Term Security Loan Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Term Loan Declined Lien. Notwithstanding anything to the contrary, any re-borrowing or other new extension of credit pursuant to the revolving nature of the credit facility provided pursuant to the ABL Loan Documents and any increase in the commitment of any ABL Secured Party pursuant to or in connection with Section 4.1 of the ABL Credit Agreement shall not be deemed to be a Refinancing and shall not require the issuance of a New ABL Debt Notice. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Term Loan Obligations has occurred or contemporaneously therewith, any ABL Grantor enters into any Refinancing of any Term Loan Document evidencing a Term Loan Obligation, then such Discharge of Term Loan Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (provided, that for avoidance of doubt, such Refinancing shall not have any effect with respect to any actions taken by the other ABL Collateral Agent or any ABL Claimholders after the occurrence of such first Discharge of Term Loan Obligations and prior to the date of such Refinancing), and, from and after the date on which the New Term Loan Debt Notice is delivered to the ABL Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the Term Loan Document shall automatically be treated as Term Loan Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of ABL Priority CollateralCollateral set forth herein, and the Term Loan Collateral Agent under such Term Loan Documents shall be the Term Loan Collateral Agent for all purposes of this Agreement. This Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon receipt of a notice (the “New Term Debt Notice”) stating that any ABL Grantor has entered into a new Term Loan Document (which notice shall include the identity of the new Term Loan Collateral Agent, such agent, the “New Term Loan Agent”), the ABL Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as such ABL Grantor or such New Term Loan Agent shall reasonably request in order to provide to the New Term Loan Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. The New Term Loan Agent shall agree in a writing addressed to the ABL Collateral Agent and the ABL Claimholders to be bound by the terms of this Agreement. If the new ABL Term Loan Obligations under the new ABL Term Loan Documents are secured by assets of the Grantors of the type any ABL Grantor constituting TL ABL Priority Collateral that do not also secure the Term ABL Obligations, then the Term ABL Obligations shall be secured at such time by a First Priority first-priority Lien on such assets to the same extent provided in the Term Security ABL Collateral Documents with respect and this Agreement except to the other TL Priority Collateralextent such Lien on such assets constitutes an ABL Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after the Discharge of ABL Obligations has occurred (or concurrently therewith) the Company and/or or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL Obligations, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations), and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Company and/or or any other Grantor has entered into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the each Pari Term Collateral Debt Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by the such Pari Term Collateral Debt Agent together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral). The New ABL Agent shall agree to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the Pari Term Debt Obligations, then the Pari Term Debt Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Pari Term Debt Security Documents with respect to the other ABL Priority Collateral. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Pari Term Debt Priority Collateral that do not also secure the Pari Term Debt Obligations, then the Pari Term Debt Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Pari Term Debt Security Documents with respect to the other TL Pari Term Debt Priority Collateral.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time concurrently with or after the Discharge of ABL Obligations has occurred (ARC or concurrently therewith) the Company and/or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL Obligations, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations)Agreement, and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Company ARC and/or any other Grantor has entered is entering into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an ABL Intercreditor Agreement Joinder, the Term Collateral Administrative Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or ARC or any other Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by the Term Collateral Agent together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral)Agreement. The New ABL Agent shall at the time it enters into such Permitted Refinancing agree to be bound by the terms of this AgreementAgreement by executing the ABL Intercreditor Agreement Joinder. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other ABL Priority Collateral. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Term Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other TL Term Priority Collateral.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after concurrently with the Discharge of ABL Obligations has occurred (the Parent or concurrently therewith) the Company and/or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL Obligations, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations)Agreement, and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Company Parent, any Borrower and/or any other Grantor has entered is entering into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term Collateral Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or Parent or any other Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by the Term Collateral Agent together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral)Agreement. The New ABL Agent shall agree to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other ABL Priority Collateral. Collateral If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Term Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other TL Term Priority Collateral.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein(a) If, if at any time after the Discharge of ABL Obligations has occurred (or concurrently contemporaneously therewith) , the Company and/or any ABL Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL ObligationsLoan Document evidencing an ABL Obligation, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than provided, that for avoidance of doubt, such Refinancing shall not have any effect with respect to any actions taken prior to by the date of such designation as a result of Term Loan Collateral Agent or any Term Loan Claimholder after the occurrence of such first Discharge of ABL ObligationsObligations and prior to the date of such Refinancing), and, from and after the date on which the New ABL Debt Notice is delivered to the Term Loan Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the Permitted Refinancing ABL Loan Document shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of ABL Priority Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the Joint ABL Collateral Agent under such ABL Loan Documents shall be a the Joint ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. This Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon receipt of a notice (the “New ABL Debt Notice”) stating that the Company and/or any ABL Grantor has entered into a new ABL Loan Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agentJoint ABL Agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an Intercreditor Agreement Joinder, the Term Loan Collateral Agent shall promptly (ia) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any ABL Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (iib) deliver to the New ABL Agent any ABL Pledged ABL Priority Collateral held by the Term Collateral Agent it together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such ABL Pledged ABL Priority Collateral). The New ABL Agent shall agree in a writing addressed to the Term Loan Collateral Agent and the Term Loan Claimholders to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Loan Documents are secured by assets of the Grantors of the type ABL Grantor constituting ABL Priority Collateral that do not also secure the Term Loan Obligations, then the Term Loan Obligations shall be secured at such time by a Second Priority second-priority Lien on such assets to the same extent provided in the Term Security Loan Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Term Loan Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Term Loan Obligations has occurred or contemporaneously therewith, the ABL Grantor enters into any Refinancing of any Term Loan Document evidencing a Term Loan Obligation, then such Discharge of Term Loan Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (provided, that for avoidance of doubt, such Refinancing shall not have any effect with respect to any actions taken by the other ABL Collateral Agent or any ABL Claimholder after the occurrence of such first Discharge of Term Loan Obligations and prior to the date of such Refinancing), and, from and after the date on which the New Term Loan Debt Notice is delivered to the Joint ABL Agent in accordance with the next sentence, the obligations under such Refinancing of the Term Loan Document shall automatically be treated as Term Loan Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of ABL Priority CollateralCollateral set forth herein, and the Term Loan Collateral Agent under such Term Loan Documents shall be the Term Loan Collateral Agent for all purposes of this Agreement. This Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon receipt of a notice (the “New Term Debt Notice”) stating that the ABL Grantor has entered into a new Term Loan Document (which notice shall include the identity of the new Term Loan Collateral Agent, such agent, the “New Term Loan Agent”), the Joint ABL Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the ABL Grantor or such New Term Loan Agent shall reasonably request in order to provide to the New Term Loan Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. The New Term Loan Agent shall agree in a writing addressed to the Joint ABL Agent and the ABL Claimholders to be bound by the terms of this Agreement. If the new ABL Term Loan Obligations under the new ABL Term Loan Documents are secured by assets of the Grantors of the type ABL Grantor constituting TL ABL Priority Collateral that do not also secure the Term ABL Obligations, then the Term ABL Obligations shall be secured at such time by a First Priority first-priority Lien on such assets to the same extent provided in the Term Security ABL Collateral Documents with respect and this Agreement except to the other TL Priority Collateralextent such Lien on such assets constitutes an ABL Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of ABL Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if at any time after concurrently with the Discharge of ABL Obligations has occurred (any Borrower or concurrently therewith) the Company and/or any other Grantor immediately thereafter (or concurrently therewith) enters into any Permitted Refinancing of any ABL Obligations, then such Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of ABL Obligations)Agreement, and the obligations under the Permitted Refinancing shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “ABL Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the ABL Collateral Agent under such ABL Documents shall be a ABL Collateral Agent for all purposes hereof and the new secured parties under such ABL Documents shall automatically be treated as ABL Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Company any Borrower, any Borrower and/or any other Grantor has entered is entering into a new ABL Document in respect of a Permitted Refinancing of ABL Obligations (which notice shall include the identity of the new collateral agent, such agent, the “New ABL Agent”), and delivery by the New ABL Agent of an ABL Intercreditor Agreement Joinder, the Term Collateral Administrative Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company and/or any Borrower or any other Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New ABL Agent any Pledged ABL Priority Collateral held by the Term Collateral Agent together with any necessary endorsements (or otherwise allow the New ABL Agent to obtain control of such Pledged ABL Priority Collateral)Agreement. The New ABL Agent shall at the time it enters into such Permitted Refinancing agree to be bound by the terms of this AgreementAgreement by executing the ABL Intercreditor Agreement Joinder. If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other ABL Priority Collateral. Collateral If the new ABL Obligations under the new ABL Documents are secured by assets of the Grantors of the type constituting TL Term Priority Collateral that do not also secure the Term Obligations, then the Term Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Term Security Documents with respect to the other TL Term Priority Collateral.