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

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers or such New Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection If, substantially concurrently with or after the Discharge of First Lien Obligations having occurred, the Borrowers enter or any other First Lien Obligor enters into any Refinancing of any First Lien Loan Financing Document evidencing a First Lien Obligation, which Refinancing is permitted hereby and by the terms of the Second Lien Financing Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing of the First Lien Financing Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as New First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents Agent shall be a First Lien Collateral Agent (and, if applicable in accordance with the definition of such term, the Directing First Lien Collateral Agent) for all purposes of this Agreement. Upon receipt of a notice from the Top Borrower or any other First Lien Obligor stating that the Borrowers have a Borrower or such other First Lien Obligor has entered into a new Refinancing of any First Lien Loan Financing Document (which notice shall include the identity of the new first lien collateral agent, agent (such agent, the “New First Lien Agent”)), the Second Lien each Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to to, or amendment and restatement of, this Agreement) as the Borrowers Borrowers, such other First Lien Obligor or such the New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement Agreement, and (b) in the case of each Second Lien Collateral Agent only, deliver to the New First Lien Agent (if it is the Directing First Lien Collateral Agent) any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). If the new The New First Lien Obligations under Agent shall agree in a writing addressed to the new other Collateral Agents and the other Claimholders to be bound by the terms of this Agreement, for itself and on behalf of its Related First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsClaimholders.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection (a) If, substantially contemporaneously with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Company enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agents in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon the Second Lien Collateral Agents’ receipt of a written notice from the Company (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include such new First Lien Credit Agreement and all First Lien Loan Documents (other than any fee letters or other documents containing confidential business information) executed or delivered in connection therewith and the identity of the new first lien collateral agent, such agent, the “New First Lien Agent”), the Second Lien Collateral Agent shall Agents shall, at the expense of the Company, promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers or such New Agent shall reasonably request in order to confirm Agreement to the extent necessary to provide the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver Agreement. The New First Lien Agent shall agree in a writing reasonably satisfactory to the New Agent Second Lien Collateral Agents and addressed to the Pledged Second Lien Collateral together with any necessary endorsements (or otherwise allow Agents and the New Agent Second Lien Claimholders to obtain control be bound by the terms of such Pledged Collateral)this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second second-priority Lien, subject only to the First Lien Obligations, on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time If, in connection with or after the Discharge of First First-Lien Obligations Obligations, the Borrowers enter Company or any other Grantor enters into any substantially concurrent Refinancing of any First First-Lien Loan Document evidencing a First Lien ObligationObligations, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents Agreement and the Second applicable agreement governing such First-Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as First a First-Lien Obligations Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement herein and the first lien collateral agent under granting by the Applicable First-Lien Collateral Agent of amendments, waivers and consents hereunder and the agent, representative or trustee for the holders of such Refinanced First First-Lien Loan Documents Obligations shall be a First First-Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First First-Lien Loan Debt Document (which notice shall include the identity of the a new collateral agent, such agent, the “New First-Lien Collateral Agent”), the Second each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent shall promptly (a) enter into such documents and agreements (at the expense of the Company), including amendments or supplements to this Agreement) , as the Borrowers Company or such New new First-Lien Collateral Agent shall reasonably request in writing in order to confirm to provide the New new First-Lien Collateral Agent the rights of a First-Lien Collateral Agent contemplated hereby, in each case consistent in all material respects with this Agreement, (b) to the extent required pursuant to the terms of this Agreement and (b) the First-Lien Intercreditor Agreement, deliver to the New new First-Lien Collateral Agent all Shared Collateral, including all proceeds thereof, held or controlled by such Junior-Lien Authorized Representative or such Junior-Lien Collateral Agent or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged Collateral or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or otherwise allow additional insured under the New Agent to obtain control insurance policies of any Grantor issued by such Pledged Collateral). If insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new First First-Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at Agent is entitled to approve any awards granted in such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsproceeding.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Note Facility Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection Notwithstanding anything to the contrary herein, if concurrently with (or after immediately after) the Discharge of First Lien Obligations Obligations, the Borrowers enter Company or any other Grantor enters into any Permitted Refinancing of any First Lien Loan Document evidencing a First Lien ObligationPriority Obligations, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such the Permitted Refinancing shall automatically be treated as First Lien Priority Obligations (together with the First Lien Secured Hedging Agreements on the basis provided in the definition of “First Lien 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 related documents term “First Lien Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the First Lien Security Agent under such First Lien Documents shall be the Directing First Lien Security Agent for all purposes hereof and the new secured parties under such First Lien Documents (together with the First Lien Facility Bank Product Creditors as provided herein) shall automatically be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company or any other Grantor has entered into a new First Lien Loan Document in respect of a Permitted Refinancing of First Lien Obligations (which notice shall include the identity of the new collateral security agent, such agent, the “New First Lien Agent”), and delivery by the New First Lien Agent of an Intercreditor Agreement Joinder, each of, if any Additional Second Lien Obligations have been issued, the Second Lien Collateral Security Agent and the Revolving Facility Agent shall promptly (ai) enter into such documents and agreements (including amendments, amendments and restatements or supplements to this Agreement) as the Borrowers Company or such New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (bii) deliver to the New First Lien Agent any Pledged Notes Priority Collateral held by the Pledged Collateral Second Lien Security Agent or the Revolving Facility Agent, as the case may be, together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Notes Priority Collateral). The New First Lien Agent shall agree to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties Grantors of the type constituting Notes Priority Collateral that do not also secure the Revolving Facility Obligations or, if any Additional Second Lien Obligations have been issued, the Second Lien Obligations, as the case may be, then the Revolving Facility Obligations or Second Lien Obligations, as the case may be, shall be secured at such time by a Third Priority Lien (or, in the case any Additional Second Lien Obligations have not been issued, a Second Priority Lien securing the Revolving Facility Obligations) or a Second Priority Lien, respectively, on such assets to the same extent provided in the Revolving Facility Security Documents and the Second Lien Security Documents, as the case may be, with respect to the other Notes Priority Collateral. If the new First Lien Obligations under the new First Lien Documents are secured by assets of the Grantors of the type constituting Revolving Facility Priority Collateral that do not also secure the Revolving Facility Obligations or, if any Additional Second Lien Obligations have been issued, the Second Lien Priority Obligations, then the Revolving Facility Obligations and Second Lien Obligations shall be secured at such time by a second priority First Priority Lien and a Third Priority Lien, respectively, on such assets to the same extent provided in the Second Lien Revolving Facility Security DocumentsDocuments with respect to the other Revolving Facility Priority Collateral.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by this Agreement, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agentFirst Lien Collateral Agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If The New Agent shall agree to be bound by the new First Lien Obligations under the new First Lien Loan Documents are secured by assets terms of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsthis Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter Borrower substantially simultaneously therewith enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent First Lien Agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Borrower has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”"NEW AGENT"), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Borrower or such New Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection Notwithstanding anything to the contrary herein, if substantially concurrently with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Borrower or any other Grantor enters into any Permitted Refinancing of any First Lien Loan Document evidencing a First Lien ObligationPriority Obligations, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such the Permitted Refinancing shall automatically be treated as First Lien Priority Obligations (together with the First Lien Secured Hedging Agreements and First Lien Bank Product Agreements on the basis provided in the definition of “First Lien 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 related documents term “First Lien Credit Agreement” shall be deemed appropriately modified to refer to such Permitted Refinancing and the First Lien Security Agent under such First Lien Documents shall be the Directing First Lien Security Agent for all purposes hereof and the new secured parties under such First Lien Documents (together with the First Lien Bank Product Creditors and First Lien Hedging Creditors as provided herein) shall automatically be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Borrower or any other Grantor has entered into a new First Lien Loan Document in respect of a Permitted Refinancing of First Lien Obligations (which notice shall include the identity of the new collateral security agent, such agent, the “New First Lien Agent”), and delivery by the New First Lien Agent of an Intercreditor Agreement Joinder, the Second Lien Collateral Security Agent shall promptly (ai) enter into such documents and agreements (including amendments, amendments and restatements or supplements to this Agreement) as the Borrowers Borrower or such New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (bii) deliver to the New First Lien Agent the any Pledged Collateral held by the Second Lien Security Agent, together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). The New First Lien Agent shall agree to be bound by the terms of this Agreement. If the new First Lien Priority Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties Grantors of the type constituting Collateral that do not also secure the Second Lien Priority Obligations, then the Second Lien Priority Obligations shall be secured at such time by a second priority Second Priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsDocuments with respect to the other Collateral.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time after any Discharge of the First Lien Obligations has occurred, the Parent, the Borrower or any Subsidiary incurs any First Lien Obligations (other than in connection with or after respect of the payment of indemnities surviving the Discharge of the First Lien Obligations the Borrowers enter into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligations), then such Discharge of the First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken prior to the date of the incurrence of such First Lien Obligations as a result of the occurrence of such Discharge of the First Lien Loan Documents Obligations) and the Second documents evidencing or governing such First Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as First Lien Obligations Documents for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth hereinherein and the granting by the First Lien Collateral Agent of amendments, waivers and consents hereunder and the related documents administrative agent, collateral agent, trustee and/or similar representative acting on behalf of the holders of such First Lien Obligations shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that of the Borrowers have entered into a new incurrence of such First Lien Loan Document Obligations (which notice shall include including the identity of the new collateral agent, such agent, the “New First Lien Collateral Agent”), the each Second Lien Collateral Agent Authorized Representative (including the Designated Second Lien Authorized Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Borrower), including amendments or supplements to this Agreement) , as the Borrowers Borrower or such New the new First Lien Collateral Agent shall reasonably request in writing in order to confirm to provide the New new First Lien Collateral Agent the rights of the First Lien Collateral Agent contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent new First Lien Collateral Agent, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Second Lien Authorized Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged Collateral or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or otherwise allow additional insured under the New Agent to obtain control insurance policies of any Grantor issued by such Pledged Collateral). If insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at Agent is entitled to approve any awards granted in such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsproceeding.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter Obligations, any Borrower enters into any replacement or Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which replacement or Refinancing is permitted hereby and by the terms of the First Lien Loan Documents and the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such replacement or Refinancing (and related documents) shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Administrative Agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Administrative Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Borrower has entered into a new First Lien Loan Document (Document, which notice shall include the identity of the new collateral agent, administrative agent (such agent, the “New Agent”), the Second Lien Collateral Administrative Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Borrower or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral)Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties Grantors of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Collateral Documents; provided, however, notwithstanding the above, that the refusal of the Second Lien Administrative Agent or the Second Lien Secured Parties to accept a Lien on any assets of any Grantor shall not prohibit the taking of a Lien on such assets by the First Lien Administrative Agent or the First Lien Secured Parties.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time the Discharge of First-Lien Obligations occurs in connection with or after the Discharge of First Lien Obligations the Borrowers enter into any Refinancing of any First the First-Lien Loan Document evidencing a First Obligations, or if the Grantors subsequently incur First-Lien ObligationObligations, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing or subsequent First-Lien Obligations shall automatically be treated as First “First-Lien Obligations Obligations” for all purposes of this Agreement, including for purposes of the Lien and payment priorities and rights in respect of Collateral set forth herein, and the related documents agent under the First-Lien Credit Documents evidencing or relating to such Refinancing shall be treated as First a First-Lien Loan Documents Agent for all purposes of this Agreement and the first lien collateral (and, if there is no agent under relating to such Refinanced First Lien Loan Documents Refinancing, any lender, bank, or financial institution holding any obligations thereunder shall be deemed a First First-Lien Collateral Agent for all purposes of this Agreementhereunder). Upon receipt of a notice an officer’s certificate stating that the Borrowers Parent or other Grantors have entered into a new First Refinancing of the First-Lien Loan Document Obligations (which notice certificate shall include the identity of the new collateral agent, such agent, the “New Agent”” and state that the Refinancing is permitted hereunder), the Second Second-Lien Collateral Agent shall promptly (a) promptly, at Parent’s sole cost and expense, enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Parent or such New Agent shall may reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral)Agreement. If the new First First-Lien Obligations under the new First First-Lien Loan Credit Documents are secured by assets of the Loan Parties Grantors of the type constituting First-Lien Collateral that do not also secure the Second Second-Lien Obligations, then the Second Second-Lien Obligations shall be secured at such time by a second second-priority Lien lien on such assets to the same extent provided in the Second Second-Lien Security DocumentsLoan Documents with respect to the other First-Lien Collateral. The Second-Lien Agent shall not be charged with knowledge of such reinstatement until it receives written notice from a First-Lien Agent, New Agent or the Parent of the occurrence of such reinstatement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, which Refinancing is permitted by the Second Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsDocuments and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time the Discharge of First-Lien Obligations occurs in connection with or after the Discharge of First Lien Obligations the Borrowers enter into any Refinancing of any First the First-Lien Loan Document evidencing a First Obligations, or if the Grantors subsequently incur First-Lien ObligationObligations, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing or subsequent First-Lien Obligations shall automatically be treated as First “First-Lien Obligations Obligations” for all purposes of this Agreement, including for purposes of the Lien and payment priorities and rights in respect of Collateral set forth herein, and the related documents agent under the First-Lien Credit Documents evidencing or relating to such Refinancing shall be treated as First the First-Lien Loan Documents Agent for all purposes of this Agreement and the first lien collateral (and, if there is no agent under relating to such Refinanced First Lien Loan Documents Refinancing, any lender, bank, or financial institution holding any obligations thereunder shall be a First deemed First-Lien Collateral Agent for all purposes of this Agreementhereunder). Upon receipt of a notice an officer’s certificate stating that the Borrowers Parent or other Grantors have entered into a new First Refinancing of the First-Lien Loan Document Obligations (which notice certificate shall include the identity of the new collateral agent, such agent, the “New Agent”” and state that the Refinancing is permitted hereunder), the Second Second-Lien Collateral Agent shall promptly (a) promptly, at Parent’s sole cost and expense, enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Parent or such New Agent shall may reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral)Agreement. If the new First First-Lien Obligations under the new First First-Lien Loan Credit Documents are secured by assets of the Loan Parties Grantors of the type constituting First-Lien Collateral that do not also secure the Second Second-Lien Obligations, then the Second Second-Lien Obligations shall be secured at such time by a second second-priority Lien lien on such assets to the same extent provided in the Second Second-Lien Security DocumentsLoan Documents with respect to the other First-Lien Collateral. The Second-Lien Agent shall not be charged with knowledge of such reinstatement until it receives written notice from the First-Lien Agent, New Agent or the Parent of the occurrence of such reinstatement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection concurrently with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted hereby, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this AgreementAgreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent New Agent (as defined below) under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document Documents (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and Agreement, (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral)) and (c) notify any depositary bank, securities intermediary or other Person party to a control agreement or any landlord, bailee or warehouseman which has executed a subordination agreement or waiver that such New Agent is the “Controlling Party” (or comparable concept) thereunder. The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter has occurred Parent enters into any Refinancing of any First Lien Loan Credit Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing First Lien Credit Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Claimholder Representative under such Refinanced First Lien Loan Credit Documents shall be a the First Lien Collateral Agent Claimholder Representative for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”)Obligation Designation Notice, the Second Lien Collateral Agent Trustee shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Parent or such New Agent new First Lien Claimholder Representative shall reasonably request in order to confirm provide to the New Agent new First Lien Claimholder Representative the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement hereby and (b) deliver to the New Agent First Lien Claimholder Representative the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent such collateral agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection If, substantially concurrently with or after the Discharge of any Series of First Lien Obligations having occurred, the Borrowers enter Borrower or any other First Lien Obligor enters into any Refinancing of any First Lien Loan Financing Document evidencing a First Lien ObligationObligation of such Series, which Refinancing is permitted hereby and by the terms of the First Lien Financing Documents of any other Series of First Lien Obligations then outstanding and by the terms of the Second Lien Financing Documents, then the Discharge of such Discharge Series of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan DocumentsAgreement not to have occurred, and the obligations under such Refinancing shall of such First Lien Financing Document shall, subject to execution and delivery of a Joinder Agreement in accordance with Section 8.21, automatically be treated as First Lien Obligations of the Refinanced Series for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as New First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents Agent shall be a First Lien Collateral Agent of such Refinanced Series (and, if applicable in accordance with the definition of such term, the Directing First Lien Collateral Agent) for all purposes of this Agreement. Upon receipt of a notice from the Borrower or any other First Lien Obligor stating that the Borrowers have Borrower or such other First Lien Obligor has entered into a new Refinancing of any First Lien Loan Financing Document (which notice shall include the identity of the new first lien collateral agent, agent (such agent, the “New First Lien Agent”)), the Second Lien each Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to to, or amendment and restatement of, this Agreement) as the Borrowers Borrower, such other First Lien Obligor or such the New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement Agreement, and (b) in the case of each other Collateral Agent, deliver to the New First Lien Agent (if it is the Directing First Lien Collateral Agent) any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). If the new The New First Lien Obligations under Agent shall agree in a writing addressed to the new other Collateral Agents and the other Claimholders to be bound by the terms of this Agreement, for itself and on behalf of its Related First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsClaimholders.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time If, in connection with or after the Discharge of First First-Lien Obligations Obligations, the Borrowers enter Company or any other Grantor enters into any substantially concurrent Refinancing of any First First-Lien Loan Document evidencing a First Lien ObligationObligations, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents Agreement and the Second applicable agreement governing such First- Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as First a First-Lien Obligations Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement herein and the first lien collateral agent under granting by the Applicable First-Lien Collateral Agent of amendments, waivers and consents hereunder and the agent, representative or trustee for the holders of such Refinanced First First-Lien Loan Documents Obligations shall be a First First-Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First First-Lien Loan Debt Document (which notice shall include the identity of the a new collateral agent, such agent, the “New First-Lien Collateral Agent”), the Second each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent shall promptly (a) enter into such documents and agreements (at the expense of the Company), including amendments or supplements to this Agreement) , as the Borrowers Company or such New new First-Lien Collateral Agent shall reasonably request in writing in order to confirm to provide the New new First-Lien Collateral Agent the rights of a First-Lien Collateral Agent contemplated hereby, in each case consistent in all material respects with this Agreement, (b) to the extent required pursuant to the terms of this Agreement and (b) the First-Lien Intercreditor Agreement, deliver to the New new First-Lien Collateral Agent the Pledged Collateral together with any necessary endorsements (all Shared Collateral, including all proceeds thereof, held or otherwise allow the New Agent to obtain control of controlled by such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documents.Junior-Lien

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection substantially concurrently with or after the occurrence of the Discharge of First Lien Obligations Obligations, the Borrowers enter into Company or any Subsidiary consummates any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligations, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any release actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations) and the Second applicable agreement governing such First Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as a First Lien Obligations Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth hereinherein and the agent, representative or trustee for the related documents holders of such First Lien Obligations shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent Trustee for all purposes of this Agreement. Upon receipt of a notice stating that from the Borrowers have entered into a new First Lien Loan Document Company of such incurrence (which notice shall include including the identity of the new collateral agent, such agent, the “New Agent”First Lien Collateral Trustee), the each Second Lien Collateral Agent Representative shall promptly (a) enter into such documents and agreements (agreements, including amendments or supplements to this Agreement) , as the Borrowers Company or such New Agent new First Lien Collateral Trustee shall reasonably request in writing in order to confirm to provide the New Agent new First Lien Collateral Trustee the rights of the First Lien Collateral Trustee contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to such First Lien Collateral Trustee, to the New Agent the Pledged Collateral extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Second Lien Representative or any of its agents or bailees, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a lender loss payee or otherwise allow additional insured under the New Agent to obtain control insurance policies of any Grantor issued by such Pledged Collateral). If insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new First Lien Obligations under Collateral Trustee is entitled to approve any awards granted in such proceeding; provided that any reasonable costs or other expenses incurred in connection with clauses (a) to (d) above shall be the new First Lien Loan Documents are secured by assets exclusive responsibility of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsGrantors.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Company enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted hereby and by the terms of the Second Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing (and related documents) shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral)Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties Grantors of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents provided, however, notwithstanding the above, that the refusal of the Second Lien Collateral Agent or the Second Lien Claimholders to accept a Lien on any assets of any Grantor shall not prohibit the taking of a Lien on such assets by the First Lien Collateral Agent or the First Lien Claimholders.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers (or either Borrower) thereafter enter into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted hereby and by the terms of the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have (or either Borrower has) entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged any Control Collateral held by it together with any necessary endorsements (or other otherwise allow the New Agent to obtain control of such Pledged the Control Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties Grantors of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Collateral Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsTrustee in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent Trustee shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Trustee and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any the time in connection with or after the Discharge of First Lien Obligations the Borrowers enter occurs, and in connection therewith, Grantor enters into any Permitted Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation and the holders of the Obligations outstanding under such Permitted Refinancing, or an authorized agent on their behalf, shall have become bound by this Agreement, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken prior to the date of designation of such Refinancing by the Company as a Permitted Refinancing (as provided in SECTION 5.3(A)) as a result of the occurrence of such Discharge of First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations Obligations under such Permitted Refinancing of such First Lien Document up to, but not in excess of, the Maximum First Lien Debt Amount shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Debtor has entered into a new First Lien Loan Document (constituting a Permitted Refinancing, which notice shall include the identity of the new collateral agent, First Lien Agent (such agent, the “New Agent”"NEW AGENT"), the Second Lien Collateral Agent shall promptly consent to such Permitted Refinancing and (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral then held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). As a condition to the foregoing, the New Agent shall agree, on behalf of itself and the new First Lien Claimholders, to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral Grantor that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the new First Lien Collateral Documents pursuant to documentation reasonably satisfactory to the Second Lien Security DocumentsAgent.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection If, substantially concurrently with or after the Discharge of First Lien Obligations the Borrowers enter having occurred, any Borrower or any other First Lien Obligor enters into any Refinancing of any First Lien Loan Financing Document evidencing a First Lien Obligation, which Refinancing is permitted hereby and by the terms of the Second Lien Financing Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing of the First Lien Financing Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of the Collateral set forth herein, and the related documents shall be treated as New First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Agent (as defined below) under such Refinanced First Lien Loan Financing Documents shall be a First Lien Collateral Agent (and, if applicable in accordance with the definition of such term, the Directing First Lien Collateral Agent) for all purposes of this Agreement. Upon receipt of a notice from the Parent Borrower or any other First Lien Obligor stating that the Borrowers have Parent Borrower or such other First Lien Obligor has entered into a new Refinancing of any First Lien Loan Financing Document (which notice shall include the identity of the new first lien collateral agent, agent (such agent, the “New First Lien Agent”)), the Second Lien each Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to to, or amendment and restatement of, this Agreement) as the Borrowers Parent Borrower, such other First Lien Obligor or such the New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) in the case of each Second Lien Collateral Agent only, deliver to the New First Lien Agent (if it is the Directing First Lien Collateral Agent) any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). The New First Lien Agent shall agree in a writing addressed to the other Collateral Agents and the other Claimholders to be bound by the terms of this Agreement, for itself and on behalf of its Related First Lien Claimholders. If the new First Lien Obligations under the new First Lien Loan Financing Documents are secured by assets of the Loan Parties of the type Obligors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection concurrently with or after the Discharge of First Lien Obligations the Borrowers enter Obligations, any Borrower thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of such First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Collateral Agent under such First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents Document shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have any Borrower has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, ; such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers applicable Borrower or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time If, in connection with or at any time after the Discharge of First Lien Obligations Obligations, the Borrowers enter Borrower or Guardian enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and, from and after the date on which the New First Lien Loan Documents and Debt Notice is delivered to the Second Lien Loan DocumentsAgent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Holder under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent Holder for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Borrower has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral First Lien Holder or its agent, such new First Lien Holder or its agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Borrower or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Agent to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Guardian constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Borrower thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of such First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Borrower has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly at the expense of the Borrower (ai) enter into such documents and agreements (including amendments amendments, restatements, or supplements to this Agreement) as the Borrowers Borrower or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (bii) deliver to the New Agent the Pledged any Control Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent (or a control agent acting on its behalf) to obtain control of such Pledged Control Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent for the benefit of itself and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company either in connection therewith or thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted pursuant to Section 5.3(a)(ii), then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). Simultaneously, the New Agent shall agree in a writing addressed to the Second Lien Collateral Agent for the benefit of itself and the Second Lien Secured Parties to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company, the Borrowers, or any one of them, thereafter enters into any Refinancing of any First Lien Loan Credit Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Credit Documents and is permitted pursuant to Section 5.3(a)(ii), then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Credit Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien administrative agent and collateral agent under such Refinanced First Lien Loan Credit Documents shall be a the First Lien Collateral Administrative Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company or such Borrower has entered into a new First Lien Loan Credit Document (which notice shall include the identity of the new first lien collateral agent and the new first lien administrative agent, such agentagents, collectively, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such Borrower or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Credit Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection substantially concurrently with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Borrower or any other First Lien Obligor thereafter enters into any Refinancing of any First Lien Loan Financing Document evidencing a First Lien Obligation, which Refinancing is permitted hereby and by the terms of the Second Lien Financing Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing of the First Lien Financing Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Financing Documents shall be a the Directing First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice from the Borrower or any other First Lien Obligor (the “New First Lien Debt Notice”) stating that the Borrowers have Borrower or such other First Lien Obligor has entered into a new First Lien Loan Financing Document (which notice shall include the identity of the new first lien collateral agent, ; such agent, the “New First Lien Agent”), the each Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to to, or amendment and restatement of, this Agreement) as the Borrowers Borrower, such other First Lien Obligor or such New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New First Lien Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). If the new The New First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure Agent shall agree in a writing addressed to the Second Lien Obligations, then Collateral Agents and the Second Lien Obligations shall Claimholders to be secured at such time bound by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsterms of this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter Company either in connection therewith or thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and Agreement, (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If , and (c) cease any actions or activities inconsistent with the new First Lien Obligations obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsthis Intercreditor Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing (or any new Indebtedness which, had it been incurred on or prior to the Discharge of First Lien Obligations, would have qualified as a Refinancing of all or any portion of the First Lien Obligations) of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents or hereunder, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of such First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Collateral Agent under such First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents Document shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien ObligationsObligations (other than the Non-Second Lien Collateral), then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection concurrently with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection concurrently with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Company enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the "NEW FIRST LIEN DEBT NOTICE") stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”"NEW AGENT"), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien ObligationsObligations (other than European First Lien Collateral), then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents or hereunder, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter has occurred, Company thereafter enters into any Refinancing of any First Lien Loan Credit Document evidencing a First Lien ObligationObligation which Refinancing is permitted hereby and by the terms of the Second Lien Credit Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken prior to the date of such Refinancing as a result of the occurrence of such first Discharge of First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing First Lien Credit Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Credit Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Credit Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral)Agreement. If the new First Lien Obligations under the new First Lien Loan Credit Documents are secured by assets of the Loan Parties Grantors of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Collateral Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection If, substantially concurrently with or after the Discharge of First Lien Obligations having occurred, the Borrowers enter Top Borrower or any other First Lien Obligor enters into any Refinancing of any First Lien Loan Financing Document evidencing a First Lien Obligation, which Refinancing is permitted hereby and by the terms of the Second Lien Financing Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing of the First Lien Financing Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as New First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents Agent (as defined below) shall be a First Lien Collateral Agent (and, if applicable in accordance with the definition of such term, the Directing First Lien Collateral Agent) for all purposes of this Agreement. Upon receipt of a notice from the Top Borrower or any other First Lien Obligor stating that the Borrowers have a Borrower or such other First Lien Obligor has entered into a new Refinancing of any First Lien Loan Financing Document (which notice shall include the identity of the new first lien collateral agent, agent (such agent, the “New First Lien Agent”)), the Second Lien each Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to to, or amendment and restatement of, this Agreement) as the Borrowers Top Borrower, such other First Lien Obligor or such the New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement Agreement, and (b) in the case of each Second Lien Collateral Agent only, deliver to the New First Lien Agent (if it is the Directing First Lien Collateral Agent) any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). If the new The New First Lien Obligations under Agent shall agree in a writing addressed to the new other Collateral Agents and the other Claimholders to be bound by the terms of this Agreement, for itself and on behalf of its Related First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsClaimholders.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations has occurred, or simultaneously with such occurrence, the Borrowers enter Seller or an Affiliate of the Seller immediately thereafter enters into any Refinancing of any First Lien Loan Transaction Document evidencing a First Lien ObligationObligation that results in a Refinancing of substantially all of the First Lien Obligations on credit terms that provide for an advance calculation substantially similar to the terms of the First Lien Obligations (which shall require the same terms as the “Net Receivables Balance” and “Aggregate Reserves”, then each as defined in the Second Lien, then, if consented to in writing by the Second Lien Agent, such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing Refinanced First Lien Transaction Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Agent under such Refinanced First Lien Loan Transaction Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon its receipt of a written notice stating that the Borrowers have Seller or an Affiliate of the Seller has entered into a new First Lien Loan Transaction Document (which notice shall include the identity of the new collateral agent, agent (such agent, the “New Agent”“)), if the Second Lien Agent shall have consented in writing to such new First Lien Transaction Document as provided in this Section 5.5, the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Seller or such New Agent shall reasonably request in order to confirm to reflect that the New Agent may exercise the rights of the First Lien Agent contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Possession/Control Collateral as may be in Second Lien Agent’s possession or control, together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Possession/Control Collateral). If the new First Lien Obligations under the new First Lien Loan Transaction Documents are secured by assets of the Loan Parties Seller or an Affiliate of the Seller of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by (and Seller hereby grants to other Second Lien Agent) a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsTransaction Documents which Liens shall be subject to the terms hereof.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter Company either in connection therewith or thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties Pledgors of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time If, in connection with or after the Discharge of First First-Lien Obligations Obligations, the Borrowers enter Company or any other Grantor enters into any substantially concurrent Refinancing of any First First-Lien Loan Document evidencing a First Lien ObligationObligations, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents Agreement and the Second applicable agreement governing such First- Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as First a First-Lien Obligations Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement herein and the first lien collateral agent under granting by the Applicable First-Lien Collateral Agent of amendments, waivers and consents hereunder and the agent, representative or trustee for the holders of such Refinanced First First-Lien Loan Documents Obligations shall be a First First-Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First First-Lien Loan Debt Document (which notice shall include the identity of the a new collateral agent, such agent, the “New First-Lien Collateral Agent”), the Second each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent shall promptly (a) enter into such documents and agreements (at the expense of the Company), including amendments or supplements to this Agreement) , as the Borrowers Company or such New new First-Lien Collateral Agent shall reasonably request in writing in order to confirm to provide the New new First-Lien Collateral Agent the rights of a First-Lien Collateral Agent contemplated hereby, in each case consistent in all material respects with this Agreement, (b) to the extent required pursuant to the terms of this Agreement and (b) the First-Lien Intercreditor Agreement, deliver to the New new First-Lien Collateral Agent all Shared Collateral, including all proceeds thereof, held or controlled by such Junior-Lien Authorized Representative or such Junior-Lien Collateral Agent or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged Collateral or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify 30 any applicable insurance carrier that it is no longer entitled to be a loss payee or otherwise allow additional insured under the New Agent to obtain control insurance policies of any Grantor issued by such Pledged Collateral). If insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new First First-Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at Agent is entitled to approve any awards granted in such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsproceeding.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter has occurred, any Borrower thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Documents shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agentFirst Lien Collateral Agent for the First Lien Obligations, such agent, the “New First Lien Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New First Lien Collateral Agent shall reasonably request in order to confirm provide to the New First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New First Lien Collateral Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Collateral Agent to obtain control of such Pledged Collateral). The New First Lien Collateral Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Common Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsDocuments and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection Notwithstanding anything to the contrary herein, if concurrently with (or after immediately after) the Discharge of First First-Lien Obligations Obligations, the Borrowers enter Company or any other Grantor enters into any Permitted Refinancing of any First First-Lien Loan Document evidencing a First Lien ObligationPriority Obligations and provides the notice referred to in the following sentence, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such the Permitted Refinancing shall automatically be treated as First First-Lien Priority Obligations (together with the First-Lien Secured Hedging Agreements on the basis provided in the definition of “First-Lien 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 related documents term “First-Lien Credit Agreement” shall be treated as First Lien Loan Documents for all purposes of this Agreement deemed appropriately modified to refer to such Permitted Refinancing and the first lien collateral agent First-Lien Security Agent under such Refinanced First First-Lien Loan Documents shall be a First First-Lien Collateral Security Agent for all purposes hereof and the new secured parties under such First-Lien Documents shall automatically be treated as First-Lien Secured Parties for all purposes of this Agreement. Upon receipt of a notice from the Company stating that the Borrowers have Company or any other Grantor has entered into a new First First-Lien Loan Document in respect of a Permitted Refinancing of First-Lien Obligations (which notice shall include the identity of the new collateral security agent, such agent, the “New First-Lien Agent”), and delivery by the Second New First-Lien Collateral Agent of an Intercreditor Agreement Joinder, each of the Second-Lien Security Agent and the ABL Agent shall promptly (ai) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New First-Lien Agent shall reasonably request in order to confirm provide to the New First-Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (bii) deliver to the New First-Lien Agent any Pledged Term Loan Priority Collateral held by the Pledged Collateral Second-Lien Security Agent or the ABL Agent, as the case may be, together with any necessary endorsements (or otherwise allow the New First-Lien Agent to obtain control of such Pledged Term Loan Priority Collateral), in each case, at the sole cost and expense of the Company. The New First-Lien Agent shall agree to be bound by the terms of this Agreement. If the new First First-Lien Priority Obligations under the new First First-Lien Loan Documents are secured by assets of the Loan Parties Grantors of the type constituting Term Loan Priority Collateral that do not also secure the Second Second-Lien Priority Obligations or the ABL Priority Obligations, as the case may be, then the Second Second-Lien Priority Obligations or the ABL Priority Obligations, as the case may be, shall be secured at such time by a second priority Second Priority Lien and Third Priority Lien, respectively, on such assets to the same extent provided in the Second Second-Lien Security Documents and the ABL Security Documents, as the case may be, with respect to the other Term Loan Priority Collateral. If the new First-Lien Priority Obligations under the new First-Lien Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the ABL Priority Obligations or the Second-Lien Priority Obligations, then the ABL Priority Obligations and the Second-Lien Priority Obligations shall be secured at such time by a First Priority Lien and a Third Priority Lien, respectively, on such assets to the same extent provided in the ABL Security Documents and the Second-Lien Security Documents, as the case may be, with respect to the other ABL Priority Collateral.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection If, substantially concurrently with or after the Discharge of any Series of First Lien Obligations the Borrowers enter having occurred, any Borrower or any other First Lien Obligor enters into any Refinancing of any First Lien Loan Financing Document evidencing a First Lien ObligationObligation of such Series, which Refinancing is permitted hereby and by the terms of the First Lien Financing Documents of any other Series of First Lien Obligations then outstanding and by the terms of the Second Lien Financing Documents, then the Discharge of such Discharge Series of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan DocumentsAgreement not to have occurred, and the obligations under such Refinancing shall of such First Lien Financing Document shall, subject to execution and delivery of a Joinder Agreement in accordance with Section 9.21, automatically be treated as First Lien Obligations of the Refinanced Series for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as New First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents Agent shall be a First Lien Collateral Agent Representative of such Refinanced Series (and, if applicable in accordance with the definition of such term, the Directing First Lien Representative) for all purposes of this Agreement. Upon receipt of a notice from the Lux Borrower or any other First Lien Obligor stating that the Borrowers have Lux Borrower or such other First Lien Obligor has entered into a new Refinancing of any First Lien Loan Financing Document (which notice shall include the identity of the new collateral agent, First Lien Representative with respect thereto (such agentnew First Lien Representative, the “New First Lien Agent”)), the Second Lien Collateral Agent and each Authorized Representative shall promptly (a) enter into such documents and agreements (including amendments or supplements to to, or amendment and restatement of, this Agreement) as the Borrowers Lux Borrower, such other First Lien Obligor or such the New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver Agreement. The New First Lien Agent shall agree in a writing addressed to the New Agent Collateral Agent, each other Authorized Representative and the Pledged Collateral together with any necessary endorsements (or otherwise allow other Claimholders to be bound by the New Agent to obtain control terms of such Pledged Collateral). If the new this Agreement, for itself and on behalf of its Related First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsClaimholders.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter into occurs contemporaneously with any Refinancing of any the First Lien Loan Document evidencing Obligations that will be secured by a first priority Lien in any Collateral, or if the Grantors subsequently incur First Lien ObligationObligations, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (it being understood that the parties hereto may take actions in connection with the Discharge of First Lien Loan Documents Obligations that are being discharged at such time and the Second parties may need to take additional actions in connection with the incurrence of new First Lien Loan DocumentsObligations to assure such new First Lien Obligations are perfected), and the obligations under such Refinancing or subsequent First Lien Obligations shall automatically be treated as “First Lien Obligations Obligations” for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents agent under the First Lien Credit Documents evidencing or relating to such Refinancing shall be treated as the First Lien Loan Documents Agent for all purposes of this Agreement and the first lien collateral (and, if there is no agent under relating to such Refinanced Refinancing, any lender, bank, or financial institution holding any obligations thereunder shall be deemed First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreementhereunder). Upon receipt of a notice an officers’ certificate (as defined in the Second Lien Notes Indenture) stating that the Borrowers Company or other Grantors have entered into a new any such Refinancing of the First Lien Loan Document Obligations (which notice certificate shall include the identity of the new collateral agent, agent (such agent, the “New Agent”) and state that such Refinancing is permitted under the Second Lien Notes Indenture), the Second Lien Collateral Agent shall promptly (a) promptly, at the Company’s sole cost and expense, enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall may reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral)Agreement. If the new First Lien Obligations under the new First Lien Loan Credit Documents are secured by assets of the Loan Parties Grantors of the type constituting First Lien Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second second-priority Lien lien on such assets to the same extent provided in the Second Lien Security DocumentsDocuments with respect to the other First Lien Collateral. The Second Lien Collateral Agent shall not be charged with knowledge of such Refinancing until it receives written notice from the First Lien Agent, New Agent or the Company of the occurrence of such Refinancing.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection If, substantially concurrently with or after the Discharge of any Series of First Lien Obligations the Borrowers enter having occurred, any Borrower or any other First Lien Obligor enters into any Refinancing of any First Lien Loan Financing Document evidencing a First Lien ObligationObligation of such Series, which Refinancing is permitted hereby and by the terms of the First Lien Financing Documents of any other Series of First Lien Obligations then outstanding and by the terms of the Second Lien Financing Documents, then the Discharge of such Discharge Series of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan DocumentsAgreement not to have occurred, and the obligations under such Refinancing shall of such First Lien Financing Document shall, subject to execution and delivery of a Joinder Agreement in accordance with Section 8.21, automatically be treated as First Lien Obligations of the Refinanced Series for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as New First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents Agent shall be a First Lien Collateral Agent of such Refinanced Series (and, if applicable in accordance with the definition of such term, the Directing First Lien Collateral Agent) for all purposes of this Agreement. Upon receipt of a notice from any Borrower or any other First Lien Obligor stating that the Borrowers have such Borrower or such other First Lien Obligor has entered into a new Refinancing of any First Lien Loan Financing Document (which notice shall include the identity of the new first lien collateral agent, agent (such agent, the “New First Lien Agent”)), the Second Lien each Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to to, or amendment and restatement of, this Agreement) as a Borrower, such other First Lien Obligor or the Borrowers or such New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement Agreement, and (b) in the case of each other Collateral Agent, deliver to the New First Lien Agent (if it is the Directing First Lien Collateral Agent) any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). If the new The New First Lien Obligations under Agent shall agree in a writing addressed to the new other Collateral Agents and the other Claimholders to be bound by the terms of this Agreement, for itself and on behalf of its Related First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsClaimholders.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations has occurred the Borrowers enter Company immediately thereafter enters into any Refinancing refinancing or replacement of any First Lien Loan Credit Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing refinancing/replacement First Lien Credit Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Credit Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Credit Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”"NEW AGENT"), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Credit Documents are secured by assets of the Loan Parties Grantors of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Collateral Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection substantially concurrently with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter into Borrower or any Refinancing of Subsidiary Incurs any First Lien Loan Document evidencing a Obligations (other than in respect of the payment of indemnities surviving the Discharge of First Lien ObligationObligations), then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents Obligations) and the Second applicable agreement governing such First Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as First Lien Obligations a Senior Priority Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth hereinherein and the agent, representative or trustee for the related documents holders of such First Lien Obligations shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent Senior Priority Representative for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have entered into a new First Lien Loan Document of such incurrence (which notice shall include including the identity of the any new collateral agent, such agent, the “New Agent”Senior Priority Representative), each Junior Priority Representative (including the Second Lien Collateral Agent Designated Junior Priority Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Borrower), including amendments amendments, supplements or supplements modifications to this Agreement) , as the Borrowers Borrower or such New Agent new Senior Priority Representative shall reasonably request in writing in order to confirm to provide the New Agent new Senior Priority Representative the rights of a Senior Priority Representative contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to such Senior Priority Representative, to the New Agent extent that it is legally permitted to do so, all Shared Collateral, including all Proceeds thereof, held or controlled by such Junior Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged Collateral or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a first loss payee or otherwise allow additional insured under the New Agent to obtain control insurance policies of any Grantor issued by such Pledged Collateral). If insurance carrier and (d) notify any Governmental Authority involved in any condemnation or similar proceeding involving a Grantor that the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at Senior Priority Representative is entitled to approve any awards granted in such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsproceeding.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First First-Lien Obligations has occurred, any of the Borrowers enter Issuers immediately thereafter enters into any Refinancing of any First First-Lien Loan Document evidencing a First First-Lien ObligationObligation which Refinancing is permitted hereby, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing First-Lien Document shall automatically be treated as First First-Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first first-lien collateral agent under such Refinanced First First-Lien Loan Documents shall be a First the First-Lien Collateral Agent for all purposes of this AgreementAgreement (but otherwise subject to the provisions of clause (x) of the proviso to the first sentence of Section 9.3 hereof). Upon receipt of a notice stating that the Borrowers have an Issuer has entered into a new First First-Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New First-Lien Agent”), the Second Second-Lien Collateral Agent shall promptly (ai) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Parent or such New First-Lien Agent shall may reasonably request in order to confirm provide to the New First-Lien Agent the rights contemplated herebyhereby and (ii) deliver to the New First-Lien Agent any Pledged Collateral in the possession of the Second-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the New First-Lien Agent to obtain control of such Pledged Collateral), in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsAgreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred or contemporaneously therewith, the Borrowers enter Company enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second second-priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Second Lien Declined Lien.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection substantially concurrently with or immediately after the Discharge of First Lien Obligations the Borrowers enter into has occurred, SunOpta, SunOpta Foods, or any Refinancing of other Grantor incurs any First Lien Loan Document evidencing a Obligations (other than in respect of the payment of indemnities surviving the Discharge of First Lien ObligationObligations), then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents Obligations) and the Second applicable agreement governing such First Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as a First Lien Obligations Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth hereinherein and the agent, representative or trustee for the related documents holders of such First Lien Obligations shall be treated as the Designated First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent Representative for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have entered into a new First Lien Loan Document of such incurrence (which notice shall include including the identity of the new collateral agent, such agent, the “New Agent”Designated First Lien Representative), the each Second Lien Collateral Agent Representative (including the Designated Lien Priority Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Grantors), including amendments amendments, supplements or supplements modifications to this Agreement) , as the Borrowers Grantors or such New Agent new First Lien Representative shall reasonably request in writing in order to confirm to provide the New Agent new First Lien Representative the rights of a First Lien Representative contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to such First Lien Representative, to the New Agent extent that it is legally permitted to do so, all Collateral, including all proceeds thereof, held or controlled by such Second Lien Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged Collateral Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Collateral and (c) notify any governmental authority involved in any condemnation or otherwise allow the New Agent to obtain control of such Pledged Collateral). If similar proceeding involving a Grantor that the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at Representative is entitled to approve any awards granted in such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsproceeding.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter Company either in connection therewith or thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Notes Documents, and the obligations under such Refinancing shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If The agreement, document or instrument pursuant to which the new First Lien Obligations under New Agent is appointed shall provide that the new First Lien Loan Documents are secured New Agent agrees to be bound by assets the terms of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsthis Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter has occurred, any Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsSecurity Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Security Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Security Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have such Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral first lien security agent, such agent, the “New Agent”), the Second Lien Collateral Security Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers such Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Security Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection concurrently with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Borrower or any Grantor thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and, from and after the date on which the New First Lien Loan Documents and Debt Notice (as defined below) is delivered to the Second Lien Loan DocumentsAgent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Borrower or any Grantor has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral first lien agent, such agent, the “New Agent”), the Second Lien Collateral Agent and any other Second Lien Claimholders shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Borrower, any Grantor or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver Agreement. The New Agent shall agree in a writing addressed to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Second Lien Agent to obtain control be bound by the terms of such Pledged Collateral)this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection concurrently with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Parity Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken by the Parity Lien Collateral Agent as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the Second date on which the New First Lien Loan DocumentsDebt Notice (as defined below) is delivered to the Parity Lien Collateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the "NEW FIRST LIEN DEBT NOTICE") stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”"NEW AGENT"), the Second Parity Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Parity Lien Collateral Agent and the Parity Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Parity Lien Obligations, then the Second Grantors shall take all actions reasonably requested to cause the Parity Lien Obligations shall to be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Parity Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the a Discharge of First Lien Obligations the Borrowers enter into has occurred as a result of any Refinancing of any First Lien Loan Credit Document evidencing a First Lien ObligationObligation which Refinancing is permitted under the Second Lien Credit Agreement, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing First Lien Credit Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced Refinancing First Lien Loan Credit Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Credit Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”"NEW AGENT"), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral then held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Credit Documents are secured by assets of the Loan Parties Grantors of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Collateral Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, which Refinancing is permitted by the Indenture, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, 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 First Lien Loan Documents and the Second Lien Loan DocumentsObligations), and the obligations under such Refinancing First Lien Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) Agreement as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged any Control Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged the Control Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties Grantors of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Collateral Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time If, in connection with or after the Discharge of First First-Lien Obligations Obligations, the Borrowers enter Company or any other Grantor enters into any substantially concurrent Refinancing of any First First-Lien Loan Document evidencing a First Lien ObligationObligations, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents Agreement and the Second applicable agreement governing such First-Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as First a First-Lien Obligations Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement herein and the first lien collateral agent under granting by the Applicable First-Lien Collateral Agent of amendments, waivers and consents hereunder and the agent, representative or trustee for the holders of such Refinanced First First-Lien Loan Documents Obligations shall be a First First-Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First First-Lien Loan Debt Document (which notice shall include the identity of the a new collateral agent, such agent, the “New First-Lien Collateral Agent”), the Second each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent shall promptly (a) enter into such documents and agreements (at the expense of the Company), including amendments or supplements to this Agreement) , as the Borrowers Company or such New new First-Lien Collateral Agent shall reasonably request in writing in order to confirm to provide the New new First-Lien Collateral Agent the rights of a First-Lien Collateral Agent contemplated hereby, in each case consistent in all material respects with this Agreement, (b) to the extent required pursuant to the terms of this Agreement and (b) the First-Lien Intercreditor Agreement, deliver to the New new First-Lien Collateral Agent the Pledged Collateral together with any necessary endorsements (all Shared Collateral, including all proceeds thereof, held or otherwise allow the New Agent to obtain control of controlled by such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documents.Junior-Lien

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsAdministrative Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Administrative Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Administrative Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Administrative Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure The New Agent shall agree in a writing addressed to the Second Lien Obligations, then Administrative Agent and the Second Lien Obligations shall Claimholders to be secured at such time bound by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsterms of this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time If, in connection with or after the Discharge of First First-Lien Obligations Obligations, the Borrowers enter Company or any other Grantor enters into any substantially concurrent Refinancing of any First First-Lien Loan Document evidencing a First Lien ObligationObligations, then such Discharge of First First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents Agreement and the Second applicable agreement governing such First- Lien Loan Documents, and the obligations under such Refinancing Obligations shall automatically be treated as First a First-Lien Obligations Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement herein and the first lien collateral agent under granting by the Applicable First-Lien Collateral Agent of amendments, waivers and consents hereunder and the agent, representative or trustee for the holders of such Refinanced First First-Lien Loan Documents Obligations shall be a First First-Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First First-Lien Loan Debt Document (which notice shall include the identity of the a new collateral agent, such agent, the “New First-Lien Collateral Agent”), the Second each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent shall promptly (a) enter into such documents and agreements (at the expense of the Company), including amendments or supplements to this Agreement) , as the Borrowers Company or such New new First-Lien Collateral Agent shall reasonably request in writing in order to confirm to provide the New new First-Lien Collateral Agent the rights of a First-Lien Collateral Agent contemplated hereby, in each case consistent in all material respects with this Agreement, (b) to the extent required pursuant to the terms of this Agreement and (b) the First-Lien Intercreditor Agreement, deliver to the New new First-Lien Collateral Agent all Shared Collateral, including all proceeds thereof, held or controlled by such Junior-Lien Authorized Representative or such Junior-Lien Collateral Agent or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged Collateral or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or otherwise allow additional insured under the New Agent to obtain control insurance policies of any Grantor issued by such Pledged Collateral). If insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new First First-Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at Agent is entitled to approve any awards granted in such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documentsproceeding.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, but prior to the Borrowers enter expiration of 10 Business Days after the consummation of such discharge, Tensar or any Grantor enters into any Refinancing of any First Lien Loan Lease/Purchase Facilities Document evidencing a First Lien ObligationObligation which Refinancing is permitted pursuant to Section 5.3(a)(ii) and 5.3(a)(v), then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which written notice thereof is delivered to the Second Lien Loan DocumentsSecured Party in, and the obligations under such Refinancing of the First Lien Lease/Purchase Facilities Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers or such New Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Lease/Purchase Facilities Documents are secured by assets of the Loan Parties of the type constituting Collateral any Tensar Party that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsDocuments and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection If, substantially concurrently with or after the Discharge of any Series of First Lien Obligations having occurred, the Borrowers enter Administrative Borrower or any other First Lien Obligor enters into any Refinancing of any First Lien Loan Financing Document evidencing a First Lien ObligationObligation of such Series, which Refinancing is permitted hereby and by the terms of the First Lien Financing Documents of any other Series of First Lien Obligations then outstanding and by the terms of the Second Lien Financing Documents, then the Discharge of such Discharge Series of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan DocumentsAgreement not to have occurred, and the obligations under such Refinancing shall of such First Lien Financing Document shall, subject to execution and delivery of a Joinder Agreement in accordance with Section 8.21, automatically be treated as First Lien Obligations of the Refinanced Series for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as New First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent under such Refinanced First Lien Loan Documents Agent shall be a First Lien Collateral Agent of such Refinanced Series (and, if applicable in accordance with the definition of such term, the Directing First Lien Collateral Agent) for all purposes of this Agreement. Upon receipt of a notice from the Administrative Borrower or any other First Lien Obligor stating that the Borrowers have Administrative Borrower or such other First Lien Obligor has entered into a new Refinancing of any First Lien Loan Financing Document (which notice shall include the identity of the new first lien collateral agent, agent (such agent, the “New First Lien Agent”)), the Second Lien each Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to to, or amendment and restatement of, this Agreement) as the Borrowers Administrative Borrower, such other First Lien Obligor or such the New First Lien Agent shall reasonably request in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement Agreement, and (b) in the case of each other Collateral Agent, deliver to the New First Lien Agent (if it is the Directing First Lien Collateral Agent) any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). If the new The New First Lien Obligations under Agent shall agree in a writing addressed to the new other Collateral Agents and the other Claimholders to be bound by the terms of this Agreement, for itself and on behalf of its Related First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsClaimholders.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted hereby and by the Second Lien Loan Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsAgents in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Agents under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent Agents for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent Agents shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by any of them together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Company constituting Shared Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection with or after the Discharge of First Lien Obligations the Borrowers enter Company enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and the obligations under such Refinancing shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Credit Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documents.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If If, at any time in connection with or after the Discharge of First Lien Obligations has occurred, the Borrowers enter Company thereafter enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, which Refinancing is permitted by the Second Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers Company or such New Agent shall reasonably request in order to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Security Documents.Pledged

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If (a) If, at any time in connection with or after the Discharge of First Lien Obligations has occurred or contemporaneously therewith, the Borrowers enter Company enters into any Refinancing of any First Lien Loan Document evidencing a First Lien ObligationObligation which Refinancing is permitted by the Second Lien Notes Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsNotes Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien 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 First Lien Debt Notice”) stating that the Borrowers have Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien collateral agent, such agent, the “New First Lien Agent”), the Second Lien Collateral Notes Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this AgreementAgreement and including, to the extent required by applicable law in any jurisdiction, any release, coupled with a re-take, of Collateral) as the Borrowers Company or such New First Lien Agent shall reasonably request and prepare in order to confirm provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New First Lien Agent the any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). The New First Lien Agent shall agree in a writing addressed to the Second Lien Notes Agent and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second second-priority Lien on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement. This Section 5.6(a) shall survive termination of this Agreement.

When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any time in connection If, substantially contemporaneously with or after the Discharge of First Lien Obligations Obligations, the Borrowers enter Company or any other Grantor enters into any Refinancing of any the First Lien Credit Agreement, which Refinancing is permitted by the Second Lien Loan Document evidencing a First Lien ObligationDocuments, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Loan Documents Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Loan DocumentsCollateral Agent in accordance with the next sentence, and the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the related documents shall be treated as First Lien Loan Documents for all purposes of this Agreement and the first lien collateral agent Collateral Agent under such Refinanced First Lien Loan Documents shall be a the First Lien Collateral Agent for all purposes of this Agreement. Upon the Second Lien Collateral Agent’s receipt of a written notice (the “New First Lien Debt Notice”) stating that the Borrowers have Company or any other Grantor has entered into a new First Lien Loan Document Credit Agreement (which notice shall include such new First Lien Credit Agreement and all First Lien Loan Documents (other than any fee letters or other documents containing confidential business information) executed or delivered in connection therewith, and the identity of the new first lien collateral agent, such agent, the “New Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as Agreement to the Borrowers or such New Agent shall reasonably request in order extent necessary to confirm provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver Agreement. The New Agent shall agree in a writing reasonably satisfactory to the New Second Lien Collateral Agent and addressed to the Pledged Second Lien Collateral together with any necessary endorsements (or otherwise allow Agent and the New Agent Second Lien Claimholders to obtain control be bound by the terms of such Pledged Collateral)this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of the type Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second second-priority Lien, subject in priority only to the First Lien Obligations, on such assets to the same extent provided in the Second Lien Security DocumentsCollateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Second Lien Declined Lien.