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

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien Obligation, then such Discharge of Senior Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents shall automatically be treated as Senior 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 Additional Senior Lien Representative and the Additional Senior Lien Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time substantially concurrently with or after (x) the Discharge of Senior Lien Priority Obligations has occurred occurred, Holdings, a Borrower or contemporaneously therewith, the Company enters into any Refinancing of Subsidiary incurs any Senior Lien Documents evidencing Priority Obligations (other than in respect of the payment of indemnities surviving the Discharge of Senior Priority Obligations) or (y) the Discharge of Second Priority Debt Obligations has occurred, Holdings, a Senior Lien ObligationBorrower or any Subsidiary incurs any Second Priority Debt Obligations (other than in respect of the payment of indemnities surviving the Discharge of Second Priority Debt Obligations), then such Discharge of Senior Lien Priority Obligations or Second Priority Debt Obligations (as applicable) shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Lien ObligationsPriority Obligations or Second Priority Debt Obligations (as applicable), and, from ) and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable agreement governing such Senior Lien Documents Priority Obligations or Second Priority Debt Obligations (as applicable) shall automatically be treated as a Senior Lien Obligations Priority Debt Document or a Second Priority Debt Document (as applicable) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, herein and the Additional agent, representative or trustee for the holders of (i) such Senior Lien Priority Obligations shall be the Senior Priority Representative and the Additional Senior Lien Collateral Agent under (ii) such new Senior Lien Documents Second Priority Debt Obligations shall be a Senior Lien Representative and Senior Lien Collateral Agentthe Second Priority Representative, respectively, in each case for all purposes of this Agreement. Upon receipt of a Designation from notice of such incurrence (including the Company in accordance with Section 8.7(b)(2) identity of this Agreementthe new Senior Priority Representative or Second Priority Representative), each Junior Lien Second Priority Representative (where the notice identifies a new Senior Priority Representative and Junior Lien Collateral Agent shall, including the Designated Second Priority Representative) and each Senior Subordinated Priority Representative (including the Designated Senior Subordinated Priority Representative) shall promptly following such requests, (xa) enter into such documents and agreements (at the expense of the Borrower), including amendments amendments, supplements or supplements modifications to this Agreement) , as the Company Borrowers or any one such new Senior Priority Representative or more such Additional Senior Lien Second Priority Representative and such Additional Senior Lien Collateral Agent shall reasonably request in writing in order to provide to such Additional the new Senior Lien Priority Representative and such Additional Senior Lien Collateral Agent or Second Priority Representative the rights of a Senior Priority Representative or Second Priority Representative (as applicable) contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien Collateral Agent Priority Representative or, after the Discharge of Senior Priority Obligations, Second Priority Representative, to the extent that it is legally permitted to do so, all Collateral, including all proceeds thereof, held or controlled by such Second Priority Representative or Senior Subordinated Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged Collateral held by it 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 Collateral notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (d) notify any governmental authority involved in any condemnation or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided similar proceeding involving a Grantor that the Junior Lien new Senior Priority Representative and Junior Lien Collateral Agent shall not be required or Second Priority Representative (as applicable) is entitled to take approve any action if awards granted in such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined Lienproceeding.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, concurrently upon or at any time after the Discharge of Senior North America ABL Obligations, the Grantors thereafter enter into any Refinancing of any North America ABL Loan Document evidencing a North America ABL Obligation which Refinancing is permitted by the Indenture Pari Passu Lien Debt Documents and this Agreement, then such Discharge of North America ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of North America ABL Obligations), and, from and after the date on which the New North America ABL Debt Notice is delivered to the Notes Collateral Trustee in accordance with the next sentence, the obligations under such Refinancing of the North America ABL Loan Document shall automatically be treated as North America ABL 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 North America ABL Agent under such North America ABL Loan Documents shall be the North America ABL Agent for all purposes of this Agreement. Upon receipt of a notice (the “New North America ABL Debt Notice”) stating that the Grantors have entered into a new North America ABL Loan Document (which notice shall include the identity of the new collateral agent with respect to the North America ABL Loan Documents, such agent, the “New North America ABL Agent”), the Notes Collateral Trustee shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as Grantors or such New North America ABL Agent shall reasonably request in order to provide to the New North America ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New North America ABL Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New North America ABL Agent to obtain control of such Pledged Collateral). The New North America ABL Agent shall agree in a writing addressed to the Notes Collateral Trustee and the other Notes Pari Passu Lien Claimholders to be bound by the terms of this Agreement. If the new North America ABL Obligations under the new North America ABL Loan Documents are secured by assets of Grantors constituting Collateral that do not also secure the Notes Pari Passu Lien Obligations, then the Notes Pari Passu Lien Obligations has occurred shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Indenture Pari Passu Lien Collateral Documents and this Agreement. (b) If, concurrently upon or contemporaneously therewithat any time after the Discharge of Notes Pari Passu Lien Obligations, the Company thereafter enters into any Refinancing of any Senior Indenture Pari Passu Lien Documents Document evidencing a Senior Notes Pari Passu Lien ObligationObligation which Refinancing is permitted by the North America ABL Loan Documents and this Agreement, then such Discharge of Senior Notes Pari Passu Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Notes Pari Passu Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral New Notes Debt Notice is delivered to the North America ABL Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b)the next sentence, the obligations under such Refinancing of the applicable Senior Indenture Pari Passu Lien Documents Document shall automatically be treated as Senior Notes Pari Passu 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 Additional Senior Lien Representative and the Additional Senior Lien Notes Collateral Agent Trustee under such new Senior Indenture Pari Passu Lien Debt Documents shall be a Senior Lien Representative and Senior Lien the Notes Collateral Agent, respectively, Trustee for all purposes of this Agreement. Upon receipt of a Designation from notice (the “New Notes Debt Notice”) stating that the Company in accordance has entered into a new Indenture Pari Passu Lien Document (which notice shall include the identity of the new collateral agent with Section 8.7(b)(2) of this Agreementrespect to the Indenture Pari Passu Lien Debt Documents, each Junior Lien Representative and Junior Lien Collateral such agent, the “New Notes Agent”), the North America ABL Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral New Notes Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral the New Notes Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien Collateral the New Notes Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral the New Notes Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral . The New Notes Agent shall not agree in a writing addressed to the North America ABL Agent and the other North America ABL Claimholders to be required to take any action if such actions would violate applicable law or court orderbound by the terms of this Agreement. If the Additional Senior new Notes Pari Passu Lien Obligations under the Additional Senior new Indenture Pari Passu Lien Debt Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien North America ABL Obligations, then the Junior Lien North America ABL Obligations shall be secured at such time by a junior-second priority Lien on such assets of Grantors or, respectively, to the same extent provided in the Junior Lien North America ABL Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after (a) If the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters Grantors enter into any Refinancing of any Senior Lien Documents evidencing the ABL Obligations that is intended to be secured by the ABL Priority Collateral on a Senior Lien Obligationfirst-priority basis, then such a Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents such ABL Obligations shall automatically be treated as Senior ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and ABL Agent under the ABL Loan Documents effecting such Refinancing shall be ABL Agent for all purposes of this Agreement. ABL Agent under such ABL Loan Documents shall agree (in a writing addressed to Notes Agent for the benefit of itself and the other Notes Claimholders) to be bound by the terms of this Agreement. (b) If the Grantors enter into any Refinancing of the Notes Obligations that is intended to be secured by the Notes Priority Collateral on a first-priority basis, then a Discharge of Notes Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Notes Obligations shall be treated as Notes 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 Additional Senior Lien Representative and lender or group of lenders or any of their designees under the Additional Senior Lien Collateral Agent under Notes Documents effecting such new Senior Lien Documents Refinancing shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, Notes Agent for all purposes of this Agreement. Upon receipt The lender or group of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company lenders or any one or more of their designees under such Additional Senior Lien Representative Notes Documents shall agree (in a writing addressed to ABL Agent for the benefit of itself and such Additional Senior Lien Collateral Agent shall reasonably request in order the other ABL Claimholders) to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after (a) If the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters Grantors enter into any Refinancing of any Senior Lien the Revolving Obligations with Indebtedness permitted under the Term Documents evidencing that is intended to be (and under the Term Documents is permitted to be) secured by the Revolving Priority Collateral on a Senior Lien Obligationbasis that is senior to the Term Liens thereon and by the Term Priority Collateral on a basis that is junior to the Term Liens thereon, then such a Discharge of Senior Lien Revolving Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of Agreement, and the occurrence of such first Discharge of Senior Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent Refinancing Indebtedness in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents Revolving Obligations shall automatically be treated as Senior Lien Revolving Obligations for all purposes of this Agreement, including for purposes of the relative Lien priorities and rights in respect of Collateral set forth herein, and the Additional Senior Lien Representative and collateral agent (or similar representative) in respect of the Additional Senior Lien obligations under such Refinancing shall be the Revolving Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt ; provided, however, that the holders of a Designation from such Refinancing Indebtedness, and the Company in accordance with Section 8.7(b)(2collateral agent (or similar representative) of this Agreementsuch holders, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements bind themselves to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and pursuant to an amendment effected in accordance with Section 9.3. (yb) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Grantors enter into any Refinancing of the Term Obligations with Indebtedness permitted under the Additional Senior Lien Revolving Loan Documents that is intended to be (and under the Revolving Loan Documents is permitted to be) secured by the Term Priority Collateral on a basis that is senior to the Revolving Liens thereon and by the Revolving Priority Collateral on a basis that is junior to the Revolving Liens thereon, then a Discharge of Term Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the Refinancing Indebtedness in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Term Obligations shall be secured at treated as Term Obligations for all purposes of this Agreement, including for purposes of the relative Lien priorities and rights in respect of Collateral set forth herein, and the collateral agent (or similar representative) in respect of the obligations under such time by a junior-priority Lien on Refinancing shall be the Term Collateral Agent for all purposes of this Agreement; provided, however, that the holders of such assets Refinancing Indebtedness, and the collateral agent (or similar representative) of such holders, bind themselves to the same extent provided in the Junior Lien Collateral Documents and terms of this Agreement except pursuant to the extent, an amendment effected in accordance with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienSection 9.3.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after (a) If the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters Grantors enter into any Refinancing of any Senior Lien the ABL Obligations with Indebtedness permitted under the Term Loan Documents evidencing that is intended to be (and under the Term Loan Documents is permitted to be) secured by the ABL Priority Collateral on a Senior Lien Obligationbasis that is senior to the Term Liens thereon and by the Term Priority Collateral on a basis that is junior to the Term Liens thereon, then such a Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of Agreement, and the occurrence of such first Discharge of Senior Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent Refinancing Indebtedness in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents ABL Obligations shall automatically be treated as Senior Lien ABL Obligations for all purposes of this Agreement, including for purposes of the relative Lien priorities and rights in respect of Collateral set forth herein, and the Additional Senior Lien Representative and collateral agent (or similar representative) in respect of the Additional Senior Lien obligations under such Refinancing shall be the ABL Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt ; provided, however, that the holders of a Designation from such Refinancing Indebtedness, and the Company in accordance with Section 8.7(b)(2collateral agent (or similar representative) of this Agreementsuch holders, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements bind themselves to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and pursuant to an amendment effected in accordance with Section 9.3. (yb) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Grantors enter into any Refinancing of the Term Obligations with Indebtedness permitted under the Additional Senior Lien ABL Loan Documents that is intended to be (and under the ABL Loan Documents is permitted to be) secured by the Term Priority Collateral on a basis that is senior to the ABL Liens thereon and by the ABL Priority Collateral on a basis that is junior to the ABL Liens thereon, then a Discharge of Term Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the Refinancing Indebtedness in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Term Obligations shall be secured at treated as Term Obligations for all purposes of this Agreement, including for purposes of the relative Lien priorities and rights in respect of Collateral set forth herein, and the collateral agent (or similar representative) in respect of the obligations under such time by a junior-priority Lien on Refinancing shall be the Term Collateral Agent for all purposes of this Agreement; provided, however, that the holders of such assets Refinancing Indebtedness, and the collateral agent (or similar representative) of such holders, bind themselves to the same extent provided in the Junior Lien Collateral Documents and terms of this Agreement except pursuant to the extent, an amendment effected in accordance with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienSection 9.3.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after (a) If the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters Revolving Borrowers enter into any Refinancing of any Senior Lien Documents evidencing the Revolving Obligations that is intended to be secured by the Revolving Priority Collateral on a Senior Lien Obligationfirst-priority basis, then such a Discharge of Senior Lien Revolving Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents such Revolving Obligations shall automatically be treated as Senior Revolving Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and Revolving Collateral Agent or lender under the Revolving Loan Documents effecting such Refinancing shall be the Revolving Collateral Agent for all purposes of this Agreement. The Revolving Collateral Agent or lender under such Revolving Loan Documents shall agree (in a writing addressed to the Notes Collateral Agent) to be bound by the terms of this Agreement. (b) If the Issuer enters into any Refinancing of the Notes Obligations that is intended to be secured by the Notes Priority Collateral on a first-priority basis, then a Discharge of Notes Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Notes Obligations shall be treated as Notes 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 Additional Senior Lien Representative and lender or group of lenders or any of their designees under the Additional Senior Lien Notes Documents effecting such Refinancing shall succeed to the rights of the Notes Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt The lender or group of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company lenders or any one or more of their designees under such Additional Senior Lien Representative and such Additional Senior Lien Notes Documents shall agree (in a writing addressed to the Notes Collateral Agent shall reasonably request in order Agent) to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. If(a) If the ABL Borrowers, at or any time after of them, enter into any refinancing of the ABL Obligations that is intended to be secured by the ABL Priority Collateral on a first-priority basis, then a Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien Obligation, then such Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing refinancing of the applicable Senior Lien Documents such ABL Obligations shall automatically be treated as Senior Lien ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities Priorities and rights in respect of Collateral set forth herein, and the Additional Senior Lien Representative and the Additional Senior Lien Collateral ABL Agent under the ABL Loan Documents effecting such new Senior Lien Documents refinancing shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, the ABL Agent for all purposes of this Agreement. Upon receipt The ABL Agent under such ABL Loan Documents shall agree (in a writing addressed to Term Loan Agent) to be bound by the terms of this Agreement. (b) If the Administrative Borrower enters into any refinancing of the Term Obligations that is intended to be secured by the Term Priority Collateral on a Designation from the Company in accordance with Section 8.7(b)(2) first-priority basis, then a Discharge of Term Obligations shall be deemed not to have occurred for all purposes of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following the obligations under such requests, (x) enter into refinancing of such documents and agreements (including amendments or supplements to Term Obligations shall be treated as Term Obligations for all purposes of this Agreement) as , including for purposes of the Company Lien Priorities and rights in respect of Collateral set forth herein, and the lender or group of lenders or any one of their designees under the Term Loan Documents effecting such refinancing shall be Term Agent for all purposes of this Agreement. The lender or more group of lenders or any of their designees under such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent Term Loan Documents shall reasonably request agree (in order a writing addressed to provide the ABL Agent) to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after (i) If substantially contemporaneously with the Discharge of the Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters Borrowers thereafter enter into any Refinancing of any Senior Lien Documents Loan Document evidencing a Senior Lien Obligation, which Refinancing is permitted by the terms of this Agreement, then such Discharge of the Senior Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of the Senior Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent notice referred to in respect of such Refinancing each becomes a party the next sentence is delivered to this Agreement in accordance with Section 8.7(b)the Subordinated Administrative Agent, the obligations under such Refinancing of the applicable any Senior Lien Documents Loan Document shall automatically be treated as Senior 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 Additional Senior Lien Representative and the Additional Senior Lien Collateral Agent agent under such new Senior Lien Loan Documents shall be a the Senior Lien Representative and Senior Lien Collateral Agent, respectively, Administrative Agent for all purposes of this Agreement. Upon receipt of a Designation from notice stating that the Company in accordance with Section 8.7(b)(2) Borrowers have entered into a new Senior Loan Document (which notice shall include the identity of this Agreementthe new first lien administrative agent; such new first lien agent being the “New Senior Agent”), each Junior Lien Representative and Junior Lien Collateral the Subordinated Administrative Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company Borrowers or any one or more such Additional New Senior Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order to provide to such Additional the New Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional the New Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional the New Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral . The New Senior Agent shall not agree in a writing addressed to the Subordinated Administrative Agent to be required to take any action if such actions would violate applicable law or court orderbound by the terms of this Agreement. If the Additional new Senior Lien Obligations under the Additional new Senior Lien Loan Documents in respect of such Refinancing are secured by assets of the Company Loan Parties of the type constituting Common Collateral that do not also secure the Junior Lien Subordinated Obligations, then the Junior Lien Loan Parties shall take all actions reasonably requested to cause the Subordinated Obligations shall to be secured at such time by a junior-second priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and Subordinated Security Documents. (ii) If substantially contemporaneously with the Discharge of the Subordinated Obligations the Borrowers thereafter enter into any Refinancing of any Subordinated Loan Document evidencing a Subordinated Obligation, which Refinancing is permitted by the terms of this Agreement, then such Discharge of the Subordinated Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement except to the extent, (other than with respect to any Series actions taken prior to the date of Junior such designation as a result of the occurrence of such first Discharge of the Subordinated Obligations), and, from and after the date on which the notice referred to in the next sentence is delivered to the Senior Administrative Agent, the obligations under such Refinancing of any Subordinated Loan Document shall automatically be treated as Subordinated 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 agent under such Subordinated Loan Documents shall be the Subordinated Administrative Agent for all purposes of this Agreement. Upon receipt of a notice stating that the Borrowers have entered into a new Subordinated Loan Document (which notice shall include the identity of the new first lien administrative agent; such new first lien agent being the “New Subordinated Agent”), the Senior Administrative Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrowers or such New Subordinated Agent shall reasonably request in order to provide to the New Subordinated 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 Subordinated Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Subordinated Agent to obtain control of such Pledged Collateral). The New Subordinated Agent shall agree in a writing addressed to the Senior Administrative Agent to be bound by the terms of this Agreement. If the new Subordinated Obligations under the new Subordinated Loan Documents are secured by assets of the Loan Parties of the type constituting Common Collateral that do not also secure the Senior Obligations, then the Loan Parties shall take all actions reasonably requested to cause the Senior Obligations to be secured at such time by a second priority Lien on such assets constitutes a Junior Lien Declined Lien.to the same extent provided in the Senior Security Documents

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after (a) If the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters Revolving Borrowers enter into any Refinancing of any Senior Lien Documents evidencing the Revolving Obligations that is intended to be secured by the Revolving Priority Collateral on a Senior Lien Obligationfirst-priority basis, then such a Discharge of Senior Lien Revolving Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents such Revolving Obligations shall automatically be treated as Senior Revolving Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and Revolving Collateral AgentLender or lender under the Revolving Loan Documents effecting such Refinancing shall be the Revolving Collateral AgentLender for all purposes of this Agreement. The Revolving Collateral AgentLender or lender under such Revolving Loan Documents shall agree (in a writing addressed to the Notes Collateral Agent) to be bound by the terms of this Agreement. (b) If the Issuer enters into any Refinancing of the Notes Obligations that is intended to be secured by the Notes Priority Collateral on a first-priority basis, then a Discharge of Notes Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Notes Obligations shall be treated as Notes 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 Additional Senior Lien Representative and lender or group of lenders or any of their designees under the Additional Senior Lien Notes Documents effecting such Refinancing shall succeed to the rights of the Notes Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt The lender or group of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company lenders or any one or more of their designees under such Additional Senior Lien Representative and such Additional Senior Lien Notes Documents shall agree (in a writing addressed to the Notes Collateral Agent shall reasonably request in order Agent) to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters (a) If Revolving Borrowers enter into any Refinancing of any Senior Lien Documents evidencing the Revolving Obligations that is intended to be secured by the Revolving Priority Collateral on a Senior Lien Obligationfirst-priority basis, then such a Discharge of Senior Lien Revolving Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents such Revolving Obligations shall automatically be treated as Senior Revolving Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and Revolving Agent under the Revolving Loan Documents effecting such Refinancing shall be Revolving Agent for all purposes of this Agreement. Revolving Agent under such Revolving Loan Documents shall agree (in a writing addressed to Term Loan Agent) to be bound by the terms of this Agreement. (b) If the Lead Borrower and/or Ollie’s enter into any Refinancing of the Term Loan Obligations that is intended to be secured by the Term Priority Collateral on a first-priority basis, then a Discharge of Term Loan Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Term Loan Obligations shall be treated as Term Loan 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 Additional Senior Lien Representative and lender or group of lenders or any of their designees under the Additional Senior Lien Collateral Agent under Term Loan Documents effecting such new Senior Lien Documents Refinancing shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, Term Loan Agent for all purposes of this Agreement. Upon receipt The lender or group of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company lenders or any one or more of their designees under such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent Term Loan Documents shall reasonably request agree (in order a writing addressed to provide Revolving Agent) to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior First Lien Documents Document evidencing a Senior First Lien ObligationObligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior First Lien Documents Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation designation from the Company in accordance with Section 8.7(b)(2) of this Agreement), each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the Additional Senior First Lien Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-second priority Lien on such assets to the same extent provided in the Junior Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Second Lien Obligations, such Lien on such assets constitutes a Junior Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Second Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Second Lien Document evidencing a Second Lien Obligation which Refinancing is permitted by the First Lien Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the Additional Second Lien Representative and Additional Second Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Second Lien Document shall automatically be treated as Second 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 Additional Second Lien Representative and the Additional Second Lien Collateral Agent under such new Second Lien Documents shall be a Second Lien Representative and Second Lien Collateral Agent, respectively, for all purposes of this Agreement and 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 designation from the Company in accordance with Section 8.7(b)(2), each First Lien Representative and First Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such Additional Second Lien Representative and/or such Additional Second Lien Collateral Agent shall reasonably request in order to provide to such Additional Second Lien Representative and such Additional Second Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. If the Additional Second Lien Obligations under the Additional Second Lien Documents in respect of such Refinancing are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first priority Lien on such assets to the same extent provided in the First Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of First Lien Obligations, such Lien on such assets constitutes a First Lien Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior Lien ABL Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien ObligationReplacement ABL Credit Agreement which Replacement ABL Credit Agreement is permitted by the Note Documents, then such Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien ABL Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent agent/trustee (or, in respect the absence of any such Refinancing each agent/trustee, all of the lender(s) under such Replacement ABL Credit Agreement) under such Replacement ABL Credit Agreement becomes a party to this Agreement in accordance with Section 8.7(b)9.22 hereof, the obligations under such Refinancing of the applicable Senior Lien Documents Replacement ABL Credit Agreement automatically shall automatically be treated as Senior Lien ABL 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 Additional Senior Lien Representative and agent/trustee (or, in the Additional Senior Lien Collateral Agent absence of any such agent/trustee, all of the lender(s) under such new Senior Lien Documents Replacement ABL Credit Agreement) under such Replacement ABL Credit Agreement shall be a Senior Lien Representative and Senior Lien Collateral the “ABL Agent, respectively, ” for all purposes of this AgreementAgreement and this Agreement shall continue or be reinstated (as applicable) in full force and effect, and any such prior termination (if any) shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement (if any). Upon receipt of a Designation designation from the Company in accordance with Section 8.7(b)(2) of this Agreement9.22 hereof, each Junior Lien Representative and Junior Lien Collateral Note Security Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral new ABL Agent shall reasonably request in writing in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral the new ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien Collateral the new ABL Agent any Pledged Collateral constituting ABL Priority Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral the new ABL Agent to obtain control of such Pledged Collateral). As provided in Section 9.22 hereof, provided that the Junior Lien Representative and Junior Lien Collateral new ABL Agent shall not agree in a writing addressed to Note Security Agent and the Note Claimholders to be required bound by the terms of this Agreement. Subject to take any action Section 2.5 hereof, if such actions would violate applicable law or court order. If the Additional Senior Lien new ABL Obligations under the Additional Senior Lien new ABL Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien Note Obligations, then the Junior Lien Note Obligations shall be secured at such time by a juniorsecond-priority Lien on such assets to the same extent provided in the Junior Lien Note Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, extent such Lien on such assets constitutes a Junior Lien Declined Lien. (b) If, at any time after the Discharge of Note Obligations has occurred or contemporaneously therewith, the Company enters into any Replacement Note Indenture which Replacement Note Indenture is permitted by the ABL Loan Documents, then such Discharge of Note Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Note Obligations), and, from and after the date on which the agent/trustee (or, in the absence of any such agent/trustee, all of the lender(s)/noteholder(s) under such Replacement Note Indenture) under such Replacement Note Indenture becomes a party to this Agreement in accordance with Section 9.22 hereof, the obligations under such Replacement Note Indenture automatically shall be treated as Note 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 agent/trustee (or, in the absence of any such agent/trustee, all of the lender(s)/noteholder(s) under such Replacement Note Indenture) under such Replacement Note Indenture shall be the “Note Security Agent” for all purposes of this Agreement and this Agreement shall continue or be reinstated (as applicable) in full force and effect, and any such prior termination (if any) shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement (if any). Upon receipt of a designation from the Company in accordance with Section 9.22 hereof, ABL Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such new Note Security Agent shall reasonably request in writing in order to provide to the new Note Security 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 Note Security Agent any Pledged Collateral constituting Note Priority Collateral held by it together with any necessary endorsements (or otherwise allow the new Note Security Agent to obtain control of such Pledged Collateral). As provided in Section 9.22 hereof, the new Note Security Agent shall agree in a writing addressed to Note Security Agent and the Note Claimholders to be bound by the terms of this Agreement. Subject to Section 2.5 hereof, if the new Note Obligations under the new Note Documents are secured by assets of the Grantors constituting Collateral that do not also secure the ABL Obligations, then the ABL Obligations shall be secured at such time by a second-priority Lien on such assets to the same extent provided in the ABL Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior First Lien Documents Document evidencing a Senior First Lien ObligationObligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior First Lien Documents Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation designation from the Company in accordance with Section 8.7(b)(2) of this Agreement), each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the Additional Senior First Lien Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-second priority Lien on such assets to the same extent provided in the Junior Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Second Lien Obligations, such Lien on such assets constitutes a Junior Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Second Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Second Lien Document evidencing a Second Lien Obligation which Refinancing is permitted by the First Lien Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the Additional Second Lien Representative and Additional Second Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Second Lien Document shall automatically be treated as Second 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 Additional Second Lien Representative and the Additional Second Lien Collateral Agent under such new Second Lien Documents shall be a Second Lien Representative and Second Lien Collateral Agent, respectively, for all purposes of this Agreement and 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 designation from the Company in accordance with Section 8.7(b)(2), each First Lien Representative and First Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such Additional Second Lien Representative and/or such Additional Second Lien Collateral Agent shall reasonably request in order to provide to such Additional Second Lien Representative and such Additional Second Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. If the Additional Second Lien Obligations under the Additional Second Lien Documents in respect of such Refinancing are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first priority Lien on such assets to the same extent provided in the First Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of First Lien Obligations, such Lien on such assets constitutes a First Lien Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the any Credit Party consummates any Refinancing in accordance with Section 5.03 and Section 8.10 of any First Lien Obligations or Second Lien Obligations, as applicable, then a Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien Obligation, then such Discharge of Senior Second Lien Obligations Obligations, as the case may be, shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first a Discharge of Senior First Lien Obligations, Discharge of First Lien Priority Obligations or Discharge of Second Lien Obligations, as the case may be), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior agreement governing such First Lien Documents Obligations or Second Lien Obligations, as applicable, shall automatically be treated as Senior a First Lien Obligations Debt Document or Second Lien Debt Document, as applicable for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, herein and the Additional Senior collateral agent, for the holders of such First Lien Representative and Obligations or Second Lien Obligations as the Additional Senior Lien Collateral Agent under such new Senior Lien Documents case may be, shall be a Senior the First Lien Representative and Senior Administrative Agent or the Second Lien Collateral Agent, respectively, as applicable for all purposes of this Agreement. Upon receipt of a Designation from notice of such incurrence (including the Company in accordance with Section 8.7(b)(2) identity of this Agreementthe new First Lien Administrative Agent or the Second Lien Collateral Agent, as applicable), each Junior Lien Representative and Junior Lien Collateral Agent shall, Person party hereto shall promptly following such requests, (xa) enter into such documents and agreements (agreements, including amendments or supplements to this Agreement) , as the Company Stone Energy or any one or more such Additional Senior Lien Representative and such Additional Senior Lien new Collateral Agent shall reasonably request in writing in order to provide the new First Lien Administrative Agent or the Second Lien Collateral Agent, as applicable the rights of a First Lien Administrative Agent or Second Lien Collateral Agent, as applicable contemplated hereby, (b) to the extent that such Refinancing is in respect of the First Lien Obligations, deliver to such Additional Senior First Lien Representative Administrative Agent or, to the extent that the Discharge of First Lien Obligations has occurred and such Additional Senior Refinancing is in respect of the Second Lien Obligations, such Second Lien Collateral Agent, to the extent that it is legally permitted to do so, all Collateral, including all proceeds thereof, held or controlled by the Second Lien Collateral Agent or any of their respective agents or bailees (to the rights contemplated herebyextent applicable), in each case consistent in all material respects with including the terms transfer of this Agreement possession and (y) deliver to such Additional Senior Lien Collateral Agent any control, as applicable, of the Pledged Collateral held by it 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 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 insurance policies of any Guarantor issued by such Additional Senior insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving any Credit Party that the new First Lien Administrative Agent or Second Lien Collateral Agent Agent, as applicable is entitled to obtain control of approve any awards granted in such Pledged Collateral), proceeding; provided that any reasonable costs or other expenses incurred in connection with clauses (a) to (d) above shall be the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets exclusive responsibility of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienCredit Parties.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time substantially concurrently with or after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of Additional First Lien Loan Document evidencing any Senior Additional First Lien Documents evidencing a Senior Obligations which Additional First Lien ObligationLoan Obligations are permitted by the Second Lien Loan Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing Additional First Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Additional First Lien Documents Loan Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Loan Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the such Additional Senior First Lien Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior First Lien Collateral Documents and this Agreement. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time substantially concurrently with or after the Discharge of Second Lien Obligations has occurred, the Company enters into any Additional Second Lien Loan Document evidencing any Additional Second Lien Obligations which Additional Second Lien Obligations are permitted by the First Lien Loan Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement except to the extent, (other than with respect to any Series actions taken as a result of Junior the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the Additional Second Lien Representative and Additional Second Lien Collateral Agent in respect of such Additional Second Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Additional Second Lien Loan Document shall automatically be treated as Second 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 Additional Second Lien Representative and the Additional Second Lien Collateral Agent under such new Second Lien Loan Documents shall be a Second Lien Representative and Second Lien Collateral Agent, respectively, for all purposes of this Agreement and 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 designation from the Company in accordance with Section 8.7(b)(2), each First Lien Representative and First Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such Additional Second Lien Representative and/or such Additional Second Lien Collateral Agent shall reasonably request in order to provide to such Additional Second Lien Representative and such Additional Second Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. If the Additional Second Lien Obligations under such Additional Second Lien Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first-priority Lien on such assets constitutes a Junior to the same extent provided in the First Lien Declined LienCollateral Documents and this Agreement. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters (a) If Revolving Borrowers enter into any Refinancing of any Senior Lien Documents evidencing the Revolving Obligations that is intended to be secured by the Revolving Priority Collateral on a Senior Lien Obligationfirst-priority basis, then such a Discharge of Senior Lien Revolving Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents such Revolving Obligations shall automatically be treated as Senior Revolving Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and Revolving Agent under the Revolving Loan Documents effecting such Refinancing shall be Revolving Agent for all purposes of this Agreement. Revolving Agent under such Revolving Loan Documents shall agree (in a writing addressed to Notes Collateral Agent) to be bound by the terms of this Agreement. (b) If Headwaters enters into any Refinancing of the Notes Obligations that is intended to be secured by the Notes Priority Collateral on a first-priority basis, then a Discharge of Notes Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Notes Obligations shall be treated as Notes 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 Additional Senior Lien Representative and lender or group of lenders or any of their designees under the Additional Senior Lien Notes Documents effecting such Refinancing shall be Notes Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt The lender or group of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company lenders or any one or more of their designees under such Additional Senior Lien Representative and such Additional Senior Lien Notes Documents shall agree (in a writing addressed to Notes Collateral Agent shall reasonably request in order Agent) to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior First Lien Documents Document evidencing a Senior First Lien ObligationObligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior First Lien Documents Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the Additional Senior First Lien Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-second priority Lien on such assets to the same extent provided in the Junior Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Second Lien Obligations, such Lien on such assets constitutes a Junior Second Lien Declined Lien. (b) If, at any time after the Discharge of Second Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Second Lien Document evidencing a Second Lien Obligation which Refinancing is permitted by the First Lien Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the Additional Second Lien Representative and Additional Second Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Second Lien Document shall automatically be treated as Second 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 Additional Second Lien Representative and the Additional Second Lien Collateral Agent under such new Second Lien Documents shall be a Second Lien Representative and Second Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each First Lien Representative and Second Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such Additional Second Lien Representative and/or such Additional Second Lien Collateral Agent shall reasonably request in order to provide to such Additional Second Lien Representative and such Additional Second Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. If the Additional Second Lien Obligations under the Additional Second Lien Documents in respect of such Refinancing are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first priority Lien on such assets to the same extent provided in the First Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of First Lien Obligations, such Lien on such assets constitutes a First Lien Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien ABL Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents ABL Loan Document evidencing a Senior Lien Obligationan ABL Obligation for which Refinancing is permitted by the Fixed Asset Loan Documents, then such Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien ABL Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien New ABL Debt Notice is delivered to the Designated Fixed Asset Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with the next sentence and the other requirements of Section 8.7(b)9.18 hereof are complied with, the obligations under such Refinancing of the applicable Senior Lien Documents ABL Loan Document shall automatically be treated as Senior Lien ABL 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 Additional Senior Lien Representative and the Additional Senior Lien ABL Collateral Agent under such new Senior Lien ABL Loan Documents shall be a Senior Lien Representative and Senior Lien the ABL Collateral Agent, respectively, Agent for all purposes of this Agreement. Upon receipt of a Designation from notice (the “New ABL Debt Notice”) stating that the Company in accordance has entered into a new ABL Loan Document (which notice shall include the identity of the new collateral agent with Section 8.7(b)(2) of this Agreementrespect to the ABL Loan Documents, such agent, the “New ABL Collateral Agent”), each Junior Lien Representative and Junior Lien Collateral Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien New ABL Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien the New ABL Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien the New ABL Collateral Agent any Pledged Collateral constituting ABL Priority Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien the New ABL Collateral Agent to obtain control of such Pledged Collateral). As provided in Section 9.18 hereof, provided that the Junior Lien Representative and Junior Lien New ABL Collateral Agent shall not agree in a writing addressed to the Designated Fixed Asset Collateral Agent and the Fixed Asset Claimholders to be required to take any action if such actions would violate applicable law or court orderbound by the terms of this Agreement. If the Additional Senior Lien new ABL Obligations under the Additional Senior Lien new ABL Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien Fixed Asset Obligations, then the Junior Lien Fixed Asset Obligations shall be secured at such time by a junior-second priority Lien on such assets to the same extent provided in the Junior Lien Fixed Asset Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior Lien ABL Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien ObligationAdditional ABL Credit Agreement which Additional ABL Credit Agreement is permitted by the Fixed Asset Loan Documents, then such Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien ABL Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien ABL Collateral Agent in respect of under such Refinancing each Additional ABL Credit Agreement becomes a party to this Agreement in accordance with Section 8.7(b)8.18 hereof, the obligations under such Refinancing of the applicable Senior Lien Documents Additional ABL Credit Agreement automatically shall automatically be treated as Senior Lien ABL 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 Additional Senior Lien Representative and the Additional Senior Lien ABL Collateral Agent under such new Senior Lien Documents Additional ABL Credit Agreement shall be a Senior Lien Representative and Senior Lien the ABL Collateral Agent, respectively, Agent for all purposes of this AgreementAgreement and 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 Designation designation from the Company in accordance with Section 8.7(b)(2) of this Agreement8.18 hereof, each Junior Lien Representative and Junior Lien Fixed Asset Collateral Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien new ABL Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien the new ABL Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien the New ABL Collateral Agent any Pledged Collateral constituting ABL Priority Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien the New ABL Collateral Agent to obtain control of such Pledged Collateral). As provided in Section 8.18 hereof, provided that the Junior Lien Representative and Junior Lien new ABL Collateral Agent shall not agree in a writing addressed to the Designated Fixed Asset Collateral Agent and the Fixed Asset Claimholders to be required to take any action if such actions would violate applicable law or court orderbound by the terms of this Agreement. If the Additional Senior Lien new ABL Obligations under the Additional Senior Lien new ABL Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien Fixed Asset Obligations, then the Junior Lien Fixed Asset Obligations shall be secured at such time by a juniorsecond-priority Lien on such assets to the same extent provided in the Junior Lien Fixed Asset Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, extent such Lien on such assets constitutes a Junior Lien Declined Lien. (b) If, at any time after the Discharge of Fixed Asset Obligations has occurred or contemporaneously therewith, the Company enters into any Additional Fixed Asset Credit Agreement which Additional Fixed Asset Credit Agreement is permitted by the ABL Loan Documents, then such Discharge of Fixed Asset Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Fixed Asset Obligations), and, from and after the date on which the Fixed Asset Collateral Agent under such Additional Fixed Asset Credit Agreement becomes a party to this Agreement in accordance with Section 8.18 hereof, the obligations under such Additional Fixed Asset Credit Agreement automatically shall be treated as Fixed Asset 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 Fixed Asset Collateral Agent under such Additional Fixed Asset Credit Agreement shall be the Fixed Asset Collateral Agent for all purposes of this Agreement and 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 designation from the Company in accordance with Section 8.18 hereof, each ABL Asset Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such new Fixed Asset Collateral Agent shall reasonably request in order to provide to the new Fixed Asset 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 Fixed Asset Collateral Agent any Pledged Collateral constituting Fixed Asset Priority Collateral held by it together with any necessary endorsements (or otherwise allow the New Fixed Asset Collateral Agent to obtain control of such Pledged Collateral). As provided in Section 8.18 hereof, the new Fixed Asset Collateral Agent shall agree in a writing addressed to the Designated Fixed Asset Collateral Agent and the Fixed Asset Claimholders to be bound by the terms of this Agreement. If the new Fixed Asset Obligations under the new Fixed Asset Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the ABL Obligations, then the ABL Obligations shall be secured at such time by a second-priority Lien on such assets to the same extent provided in the ABL Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. (a) [Reserved.] (b) If, at any time after the Discharge of Senior Lien Term Obligations has occurred or contemporaneously therewith, the Company Parent Borrower enters into any Refinancing of any Additional Senior Lien Term Credit Agreement which Additional Senior Term Credit Agreement is permitted by the ABL Loan Documents evidencing a Senior Lien Obligationand the Junior Term Loan Documents, then such Discharge of Senior Lien Term Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Term Obligations), and, from and after the date on which the Senior Term Collateral Agent under such Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each Term Credit Agreement becomes a party to this Agreement in accordance with Section 8.7(b)8.18 hereof, the obligations under such Refinancing of the applicable Additional Senior Lien Documents Term Credit Agreement automatically shall automatically be treated as Senior Lien Term Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of ABL Priority Collateral set forth herein, and the Additional Senior Lien Representative and the Additional Senior Lien Term Collateral Agent under such new Additional Senior Lien Documents Term Credit Agreement shall be a the Senior Lien Representative and Senior Lien Term Collateral Agent, respectively, Agent for all purposes of this AgreementAgreement and 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 Designation designation from the Company Parent Borrower in accordance with Section 8.7(b)(2) of this Agreement8.18 hereof, each Junior Lien Representative the ABL Collateral Agent and Junior Lien Term Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company Parent Borrower or any one or more such Additional new Senior Lien Representative and such Additional Senior Lien Term Collateral Agent shall reasonably request in order to provide to such Additional the new Senior Lien Representative and such Additional Senior Lien Term Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Agreement. As provided in Section 8.18 hereof, the new Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Term Collateral Agent shall not be required agree in a writing addressed to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under ABL Collateral Agent and the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of ABL Claimholders and the Company constituting Designated Junior Term Collateral that do not also secure Agent and the Junior Lien ObligationsTerm Claimholders to be bound by the terms of this Agreement. (c) If, at any time after the Discharge of Junior Term Obligations has occurred or contemporaneously therewith, the Parent Borrower enters into any Additional Junior Term Credit Agreement which Additional Junior Term Credit Agreement is permitted by the ABL Loan Documents and the Senior Term Loan Documents, then the such Discharge of Junior Lien Term Obligations shall automatically be secured at such time by a junior-priority Lien on such assets deemed not to the same extent provided in the Junior Lien Collateral Documents and have occurred for all purposes of this Agreement except to the extent, (other than with respect to any Series actions taken as a result of the occurrence of such first Discharge of Junior Term Obligations), and, from and after the date on which the Junior Term Collateral Agent under such Additional Junior Term Credit Agreement becomes a party to this Agreement in accordance with Section 8.18 hereof, the obligations under such Additional Junior Term Credit Agreement automatically shall be treated as Junior Term Obligations for all purposes of this Agreement, including for purposes of the Lien Obligationspriorities and rights in respect of ABL Priority Collateral set forth herein, and the Junior Term Collateral Agent under such Lien on Additional Junior Term Credit Agreement shall be the Junior Term Collateral Agent for all purposes of this Agreement and this Agreement shall be reinstated in full force and effect, and such assets constitutes 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 designation from the Parent Borrower in accordance with Section 8.18 hereof, the ABL Collateral Agent and Senior Term Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Parent Borrower or such new Junior Lien Declined LienTerm Collateral Agent shall reasonably request in order to provide to the new Junior Term Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. As provided in Section 8.18 hereof, the new Junior Term Collateral Agent shall agree in a writing addressed to the ABL Collateral Agent and the ABL Claimholders and the Designated Senior Term Collateral Agent and the Senior Term Claimholders to be bound by the terms of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time substantially concurrently with or after the Discharge of Senior Lien First Priority Obligations has occurred or contemporaneously therewithoccurred, the Company enters into or any Refinancing Subsidiary incurs any First Priority Obligations (other than in respect of any Senior Lien Documents evidencing a Senior Lien Obligationthe payment of indemnities surviving the Discharge of First Priority Obligations), then such #96358272v26 Discharge of Senior Lien First Priority Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Lien First Priority Obligations), and, from ) and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents agreement governing such First Priority Obligations shall automatically be treated as Senior Lien Obligations a First 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 herein, herein and the Additional Senior Lien Representative and agent, representative or trustee for the Additional Senior Lien Collateral Agent under holders of such new Senior Lien Documents First Priority Obligations shall be a Senior Lien the First Priority Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from notice of such incurrence (including the Company in accordance with Section 8.7(b)(2) identity of this Agreementthe new First Priority Representative), each Junior Lien the Second Priority Representative and Junior Lien Collateral Agent shall, shall promptly following such requests, (xi) enter into such documents and agreements (at the expense of the Company), including amendments amendments, supplements or supplements modifications to this Agreement) , as the Company or any one or more such Additional Senior Lien new First Priority Representative and such Additional Senior Lien Collateral Agent shall reasonably request in writing in order to provide to such Additional Senior Lien the new First Priority Representative and such Additional Senior Lien Collateral Agent the rights of a First Priority Representative contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yii) deliver to such Additional Senior Lien Collateral Agent First Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by the Second Priority Representative or any of its agents or bailees, as applicable, including the transfer of possession and control, as applicable, of the Pledged Collateral held by it 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, (iii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or otherwise allow additional insured under the insurance policies of any Grantor issued by such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided insurance carrier and (iv) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the Junior Lien new First Priority Representative is entitled to approve any awards granted in such proceeding. (b) If, at any time substantially concurrently with or after the Discharge of Second Priority Obligations has occurred and Junior Lien Collateral Agent shall not be required solely to take the extent permitted by the First Priority Debt Documents, the Company or any action if such actions would violate applicable law or court order. If the Additional Senior Lien Subsidiary incurs any Second Priority Obligations under the Additional Senior Lien Documents (other than in respect of such Refinancing are secured by assets the payment of indemnities surviving the Company constituting Collateral that do not also secure the Junior Lien Discharge of Second Priority Obligations), then the Junior Lien such Discharge of Second Priority Obligations shall automatically be secured at such time by a junior-priority Lien on such assets deemed not to the same extent provided in the Junior Lien Collateral Documents and have occurred for all purposes of this Agreement except to the extent, (other than with respect to any Series actions taken prior to the date of Junior such designation as a result of the occurrence of such first Discharge of Second Priority Obligations) and the applicable agreement governing such Second Priority Obligations shall automatically be treated as a Second Priority Debt Document for all purposes of this Agreement, including for purposes of the Lien Obligationspriorities and rights in respect of Shared Collateral set forth herein and the agent, representative or trustee for the holders of such Lien on Second Priority Obligations shall be the Second Priority Representative for all purposes of this Agreement. Upon receipt of notice of such assets constitutes incurrence (including the identity of the new Second Priority Representative), the First Priority Representative shall promptly (i) enter into such documents and agreements (at the expense of the Company), including amendments, supplements or modifications to this Agreement, as the Company or such new Second Priority Representative shall reasonably request in writing in order to provide the new Second Priority Representative the rights of a Junior Lien Declined Lien.Second Priority Representative contemplated hereby,

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien ABL Obligations has occurred or contemporaneously therewith, the Company Holdings enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien ObligationAdditional ABL Credit Agreement which Additional ABL Credit Agreement is permitted by the Fixed Asset Loan Documents, then such Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien ABL Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien ABL Collateral Agent in respect of under such Refinancing each Additional ABL Credit Agreement becomes a party to this Agreement in accordance with Section 8.7(b)8.18 hereof, the obligations under such Refinancing of the applicable Senior Lien Documents Additional ABL Credit Agreement automatically shall automatically be treated as Senior Lien ABL 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 Additional Senior Lien Representative and the Additional Senior Lien ABL Collateral Agent under such new Senior Lien Documents Additional ABL Credit Agreement (the “New ABL Collateral Agent”) shall be a Senior Lien Representative and Senior Lien the ABL Collateral Agent, respectively, Agent for all purposes of this AgreementAgreement and 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 Designation designation from the Company Holdings in accordance with Section 8.7(b)(2) of this Agreement8.18 hereof, each Junior Lien Representative and Junior Lien Fixed Asset Collateral Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company Holdings or any one or more such Additional Senior Lien Representative and such Additional Senior Lien New ABL Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien the New ABL Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien the New ABL Collateral Agent any Pledged Collateral constituting ABL Priority Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien the New ABL Collateral Agent to obtain control of such Pledged Collateral). As provided in Section 8.18 hereof, provided that the Junior Lien Representative and Junior Lien New ABL Collateral Agent shall not agree in a writing addressed to the Designated Fixed Asset Collateral Agent and the Fixed Asset Claimholders to be required to take any action if such actions would violate applicable law or court orderbound by the terms of this Agreement. If the Additional Senior Lien new ABL Obligations under the Additional Senior Lien new ABL Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien Fixed Asset Obligations, then the Junior Lien Fixed Asset Obligations shall be secured at such time by a juniorsecond-priority Lien on such assets to the same extent provided in the Junior Lien Fixed Asset Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, extent such Lien on such assets constitutes a Junior Lien Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior Lien ABL Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien ObligationAdditional ABL Credit Agreement which Additional ABL Credit Agreement is permitted by the Term Loan Documents, then such Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien ABL Obligations), and, from and after the date on which the ABL Agent under 40 such Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each ABL Credit Agreement becomes a party to this Agreement in accordance with Section 8.7(b)9.18 hereof, the obligations under such Refinancing of the applicable Senior Lien Documents Additional ABL Credit Agreement automatically shall automatically be treated as Senior Lien ABL 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 Additional Senior Lien Representative and the Additional Senior Lien Collateral ABL Agent under such new Senior Lien Documents Additional ABL Credit Agreement shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, the ABL Agent for all purposes of this AgreementAgreement and 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 Designation designation from the Company in accordance with Section 8.7(b)(2) of this Agreement9.18 hereof, each Junior Lien Representative and Junior Lien Collateral the Term Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral new ABL Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral the new ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien Collateral the new ABL Agent any Pledged Collateral constituting ABL Priority Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral the new ABL Agent to obtain control of such Pledged Collateral). As provided in Section 9.18 hereof, provided that the Junior Lien Representative and Junior Lien Collateral new ABL Agent shall not agree in a writing addressed to the Term Agent and the Term Claimholders to be required to take any action if such actions would violate applicable law or court orderbound by the terms of this Agreement. If the Additional Senior Lien new ABL Obligations under the Additional Senior Lien new ABL Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien Term Obligations, then the Junior Lien Term Obligations shall be secured at such time by a juniorsecond-priority Lien on such assets to the same extent provided in the Junior Lien Term Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, extent such Lien on such assets constitutes a Junior Lien Declined Lien. (b) If, at any time after the Discharge of Term Obligations has occurred or contemporaneously therewith, the Company enters into any Additional Term Loan Agreement which Additional Term Loan Agreement is permitted by the ABL Loan Documents, then such Discharge of Term Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Term Obligations), and, from and after the date on which the Term Agent under such Additional Term Loan Agreement becomes a party to this Agreement in accordance with Section 9.18 hereof, the obligations under such Additional Term Loan Agreement automatically shall be treated as Term 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 Term Agent under such Additional Term Loan Agreement shall be the Term Agent for all purposes of this Agreement and 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 designation from the Company in accordance with Section 9.18 hereof, the ABL Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such new Term Agent shall reasonably request in order to provide to the new Term 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 Term Agent any Pledged Collateral constituting Term Priority Collateral held by it together with any necessary endorsements (or otherwise allow the new Term Agent to obtain control of such Pledged Collateral). As provided in Section 9.18 hereof, the new Term Agent shall agree in a writing addressed to the Term Agent and the Term Claimholders to be bound by the terms of this Agreement. If the new Term Obligations under the new Term Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the ABL Obligations, then the ABL Obligations shall be secured at such time by a second-priority Lien on such assets to the same extent provided in the ABL Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior (a) The Third Lien Obligations has occurred and the Fourth Lien Obligations may, subject to this Section 5.6, be Refinanced, in whole or contemporaneously therewithin part, in each case, without notice to, or the Company enters into consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Refinancing Secured Loan Document) of any Senior Lien Documents evidencing Claimholder or Junior Lien Claimholder, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Representative and Collateral Agent of the holders of any such Refinancing Indebtedness shall have executed a Senior Lien Obligation, then Joinder Agreement on behalf of the holders of such Discharge of Senior Refinancing Indebtedness. (b) If such Refinancing Indebtedness is intended to constitute Third Lien Obligations or Fourth Lien Obligations, the Company shall automatically (i) so state in its Designation pursuant to which the Company shall (w) identify the Refinancing Indebtedness to be deemed not designated as Third Lien Obligations or Fourth Lien Obligations, as the case may be, and the initial aggregate principal amount or committed amount thereof, (x) specify the name and address of the Collateral Agent and the Representative for such Refinancing Indebtedness, (y) certify that such Refinancing Indebtedness is permitted by the Secured Loan Documents and that the conditions set forth in this Section 5.6 are satisfied with respect to such Refinancing Indebtedness, and (z) expressly state that such agreement giving rise to such Refinancing Indebtedness satisfies the requirements of a Refinancing and (ii) shall have occurred for all purposes of this Agreement delivered to each Collateral Agent (other than the Collateral Agent with respect to any actions taken as a result the Obligations being Refinanced) true and complete copies of the occurrence credit agreement and the collateral documents for such Refinancing Indebtedness, certified as being true and correct by a Responsible Officer of such first Discharge the Company. (c) Upon the execution and delivery of Senior Lien Obligations), and, from and after a Joinder Agreement by the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of any such Refinancing Indebtedness, in each case, in accordance with this Section 5.6, each other Representative and each other Collateral Agent hereunder shall acknowledge such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.6 and returning the same to such Representative and Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), Indebtedness provided that the obligations under such Refinancing failure of the applicable Senior Lien Documents shall automatically be treated as Senior 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 Additional Senior Lien any Representative and the Additional Senior Lien Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control so acknowledge or return shall not affect the status of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior debt as Third Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior or Fourth Lien Obligations, then as the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to case may be, if the same extent provided in the Junior Lien Collateral Documents and other requirements of this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienSection 5.6 are complied with.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior Lien ABL Obligations has occurred or contemporaneously therewith, the Company Borrower enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien ObligationReplacement ABL Credit Agreement which Replacement ABL Credit Agreement is permitted by the Fixed Asset Loan Documents, then such Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien ABL Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien ABL Collateral Agent in respect of under such Refinancing each Replacement ABL Credit Agreement becomes a party to this Agreement in accordance with Section 8.7(b)8.18 hereof, the obligations under such Refinancing of the applicable Senior Lien Documents Replacement ABL Credit Agreement automatically shall automatically be treated as Senior Lien ABL 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 Additional Senior Lien Representative and the Additional Senior Lien ABL Collateral Agent under such new Senior Lien Documents Replacement ABL Credit Agreement (the “New ABL Collateral Agent”) shall be a Senior Lien Representative and Senior Lien the ABL Collateral Agent, respectively, Agent for all purposes of this AgreementAgreement and 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 Designation designation from the Company Borrower in accordance with Section 8.7(b)(2) of this Agreement8.18 hereof, each Junior Lien Representative and Junior Lien Fixed Asset Collateral Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company Borrower or any one or more such Additional Senior Lien Representative and such Additional Senior Lien New ABL Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien the New ABL Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien the New ABL Collateral Agent any Pledged Collateral constituting ABL Priority Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien the New ABL Collateral Agent to obtain control of such Pledged Collateral). As provided in Section 8.18 hereof, provided that the Junior Lien Representative and Junior Lien New ABL Collateral Agent shall not agree in a writing addressed to the Designated Fixed Asset Collateral Agent and the Fixed Asset Claimholders to be required bound by the terms of this Agreement. Subject to take any action Section 2.3, if such actions would violate applicable law or court order. If the Additional Senior Lien new ABL Obligations under the Additional Senior Lien new ABL Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien Fixed Asset Obligations, then the Junior Lien Fixed Asset Obligations shall be secured at such time by a junior-priority Lien on such assets subject to the priorities set forth herein to the same extent provided in the Junior Lien Fixed Asset Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, extent such Lien on such assets constitutes a Junior Lien Declined Lien. (b) If, at any time after the Discharge of Fixed Asset Obligations has occurred or substantially contemporaneously therewith, the Borrower enters into any Additional Fixed Asset Credit Agreement which Additional Fixed Asset Credit Agreement is permitted by the ABL Loan Documents, then such Discharge of Fixed Asset Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Fixed Asset Obligations), and, from and after the date on which the Fixed Asset Collateral Agent under such Additional Fixed Asset Credit Agreement becomes a party to this Agreement in accordance with Section 8.18 hereof, the obligations under such Additional Fixed Asset Credit Agreement automatically shall be treated as Fixed Asset 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 Fixed Asset Collateral Agent under such Additional Fixed Asset Credit Agreement (the “New Fixed Asset Collateral Agent”) shall be the Fixed Asset Collateral Agent for all purposes of this Agreement and 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 designation from the Borrower in accordance with Section 8.18 hereof; the ABL Collateral Agents shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such New Fixed Asset Collateral Agent shall reasonably request in order to provide to the New Fixed Asset 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 Fixed Asset Collateral Agent any Pledged Collateral constituting Fixed Asset Priority Collateral held by it together with any necessary endorsements (or otherwise allow the New Fixed Asset Collateral Agent to obtain control of such Pledged Collateral). As provided in Section 8.18 hereof; the New Fixed Asset Collateral Agent shall agree in a writing addressed to the Designated Fixed Asset Collateral Agent and the Fixed Asset Claimholders to be bound by the terms of this Agreement. If the New Fixed Asset Obligations under the New Fixed Asset Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the ABL Obligations, then the ABL Obligations shall be secured at such time by a Lien on such assets subject to the priorities set forth herein to the same extent provided in the ABL Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien Obligations has occurred (a) If one or contemporaneously therewith, the Company enters more Grantors enter into any Refinancing of any Senior the First Lien Documents evidencing a Senior Lien ObligationObligations, then such a Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior such First Lien Documents Obligations shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Loan Documents effecting such Refinancing shall be a Senior First Lien Representative and Senior or First Lien Collateral Agent, respectively, Agent respectively for all purposes of this Agreement. Upon receipt of a Designation from the Company in accordance with Section 8.7(b)(2) and an agreement (in a writing addressed to Second Lien Representative and Second Lien Collateral Agent for the benefit of itself and the Second Lien Claimholders) from each First Lien Representative and First Lien Collateral Agent under such First Lien Loan Documents to be bound by the terms of this Agreement, each Junior Second Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Second Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) promptly deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent . This Section 5.6(a) shall not be required to take survive termination of this Agreement. (b) If Grantors (or any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such them) enters into any Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior a Discharge of Second Lien Obligations shall be secured at deemed not to have occurred for all purposes of this Agreement, and the obligations under such time by a junior-priority Refinancing of such Second Lien on such assets to Obligations shall be treated as Second Lien Obligations for all purposes of this Agreement, including for purposes of the same extent provided Lien priorities and rights in the Junior respect of Collateral set forth herein, and Second Lien Representative and Second Lien Collateral Agent under such Second Lien Loan Documents effecting such Refinancing shall be Second Lien Representative and Second Lien Collateral Agent respectively for all purposes of this Agreement except Agreement. Upon receipt of a Designation from the Company in accordance with Section 8.7(b)(2), Second Lien Representative and Second Lien Collateral Agent under such Second Lien Loan Documents shall agree (in a writing addressed to First Lien Representative and First Lien Collateral Agent for the extent, with respect benefit of itself and the First Lien Claimholders) to any Series be bound by the terms of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined Lienthis Agreement. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, (a) If the Company enters into any Refinancing of any Senior Lien the Revolving Obligations with Indebtedness permitted under the Notes Documents evidencing that is intended to be secured by the Revolving Priority Collateral on a Senior Lien Obligationfirst-priority basis, then such a Discharge of Senior Lien Revolving Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents such Revolving Obligations shall automatically be treated as Senior Lien Revolving 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 Additional Senior Lien Representative and the Additional Senior Lien Revolving Collateral Agent under the Revolving Loan Documents effecting such new Senior Lien Documents Refinancing shall be a Senior Lien Representative and Senior Lien the Revolving Collateral Agent, respectively, Agent for all purposes of this Agreement. Upon receipt The Revolving Collateral Agent under such Revolving Loan Documents shall agree (in a writing addressed to the Notes Collateral Agent) to be bound by the terms of this Agreement. (b) If the Notes Issuer enters into any Refinancing of any of the Notes Obligations with Indebtedness that is permitted under the Revolving Loan Documents and each Notes Document, if any, then in effect (other than any Notes Documents in respect of the Notes Obligations being Refinanced) that is intended to be secured by the Notes Priority Collateral on a Designation from the Company in accordance firstpriority basis, then a Discharge of Notes Obligations with Section 8.7(b)(2) respect to such Notes Obligations so Refinanced shall be deemed not to have occurred for all purposes of this Agreement, each Junior and the obligations under such Refinancing of such Notes Obligations shall be treated as Notes Obligations for all purposes of this Agreement, including for purposes of the Lien Representative priorities and Junior Lien rights in respect of Collateral Agent shallset forth herein, promptly following and the collateral agent or other designated representative for the lender or investor or group of lenders or investors under the Notes Documents effecting such requests, Refinancing shall be (x) enter into in the case of the Notes Obligations in respect of the Notes, the Notes Collateral Agent and (y) in the case of any Additional Pari Passu Obligations, an Additional Pari Passu Obligations Agent for all purposes of this Agreement and, to the extent that such documents and agreements Additional Pari Passu Obligations Agent has also been designated in writing by the holders of a majority of the then outstanding principal amount of the Notes Obligations (including amendments the obligations under such Refinancing) to act as Notes Collateral Agent for purposes of this Agreement or supplements there are no other Notes Obligations then outstanding, shall also be the Notes Collateral Agent for all purposes of this Agreement. The collateral agent or other designated representative for the lender or investor or group of lenders or investors under such Notes Documents shall agree in a joinder agreement to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order Agreement to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement as an “Additional Pari Passu Obligations Agent” or the “Notes Collateral Agent”, as the case may be, and the lender or investor group of lenders or investors shall agree (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets writing addressed to the same extent provided in Notes Collateral Agent) to be bound by the Junior Lien Collateral Documents and terms of this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior First Lien Documents Loan Document evidencing a Senior First Lien ObligationObligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior New First Lien Representative and Additional Senior Debt Notice is delivered to the Second Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement Trustee in accordance with Section 8.7(b)the next sentence, the obligations under such Refinancing of the applicable Senior First Lien Documents Loan Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior Lien Collateral Administrative Agent under such new Senior First Lien Loan Documents shall be a Senior the First Lien Representative and Senior Lien Collateral Agent, respectively, Administrative 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 Designation from notice (the “New First Lien Debt Notice”) stating that the Company in accordance with Section 8.7(b)(2) has entered into a new First Lien Loan Document (which notice shall include the identity of this Agreementthe new first lien Administrative Agent, each Junior such agent, the “New First Lien Representative and Junior Agent”), the Second Lien Collateral Agent shall, Trustee shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior New First Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior the New First Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior the New First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior the New First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that . The New First Lien Agent shall agree in a writing addressed to the Junior Lien Representative and Junior Second Lien Collateral Agent shall not Trustee and the Second Lien Claimholders to be required to take any action if such actions would violate applicable law or court orderbound by the terms of this Agreement. If the Additional Senior new First Lien Obligations under the Additional Senior new First Lien Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a juniorsecond-priority Lien on such assets to the same extent provided in the Junior Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, extent such Lien on such assets constitutes a Junior Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Second Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Second Lien Document evidencing a Second Lien Obligation which Refinancing is permitted by the First Lien Loan Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the New Second Lien Debt Notice is delivered to the First Lien Administrative Agent in accordance with the next sentence, the obligations under such Refinancing of the Second Lien Document shall automatically be treated as Second 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 Second Lien Collateral Trustee under such Second Lien Documents shall be the Second Lien Collateral Trustee 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 Second Lien Debt Notice”) stating that the Company has entered into a new Second Lien Document (which notice shall include the identity of the new Second Lien Collateral Trustee, such collateral trustee, the “New Second Lien Collateral Trustee”), the First Lien Administrative Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such New Second Lien Collateral Trustee shall reasonably request in order to provide to the New Second Lien Collateral Trustee the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. The New Second Lien Collateral Trustee shall agree in a writing addressed to the First Lien Administrative Agent and the First Lien Claimholders to be bound by the terms of this Agreement. If the new Second Lien Obligations under the new Second Lien Documents are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first-priority Lien on such assets to the same extent provided in the First Lien Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a First Lien Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of Additional First Lien Loan Document evidencing any Senior Additional First Lien Documents evidencing a Senior Obligations which Additional First Lien ObligationObligations are permitted by the Second Lien Debt Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing Additional First Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Additional First Lien Documents Loan Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Loan Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement), each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the such Additional Senior First Lien Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Second Lien Obligations, such Lien on such assets constitutes a Junior Second Lien Declined LienLien or secures First Lien Obligations consisting of reimbursement obligations in respect of letters of credit to the extent provided in Section 2.3. This Section 5.6(a) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after (a) If the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters Grantors enter into any Refinancing of any Senior Lien the Revolving Obligations with Indebtedness permitted under the Fixed Asset Documents evidencing that is intended to be (and under the Fixed Asset Documents is permitted to be) secured by the Revolving Priority Collateral on a Senior Lien Obligationbasis that is senior to the Fixed Asset Liens thereon and by the Fixed Asset Priority Collateral on a basis that is junior to the Fixed Asset Liens thereon, then such a Discharge of Senior Lien Revolving Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of Agreement, and the occurrence of such first Discharge of Senior Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent Refinancing Indebtedness in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents Revolving Obligations shall automatically be treated as Senior Lien Revolving Obligations for all purposes of this Agreement, including for purposes of the relative Lien priorities and rights in respect of Collateral set forth herein, and the Additional Senior Lien Representative and collateral agent (or similar representative) in respect of the Additional Senior Lien Collateral Agent obligations under such new Senior Lien Documents Refinancing shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, the Revolving Administrative Agent for all purposes of this Agreement. Upon receipt ; provided, however, that the holders of a Designation from such Refinancing Indebtedness, and the Company in accordance with Section 8.7(b)(2collateral agent (or similar representative) of this Agreementsuch holders, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements bind themselves to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement pursuant to an amendment effected in accordance with Section 9.3. (b) If the Grantors enter into any Refinancing of any Series of Fixed Asset Obligations with Indebtedness permitted under the Revolving Loan Documents that is intended to be (and (yunder the Revolving Loan Documents is permitted to be) deliver secured by the Fixed Asset Priority Collateral on a basis that is senior to such Additional Senior Lien the Revolving Liens thereon and by the Revolving Priority Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent on a basis that is junior to obtain control the Revolving Liens thereon, then a Discharge of such Pledged Collateral)Series of Fixed Asset Obligations shall be deemed not to have occurred for all purposes of this Agreement, provided that and the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents Refinancing Indebtedness in respect of such Refinancing are secured by assets Series of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Fixed Asset Obligations shall be secured at treated as Fixed Asset Obligations for all purposes of this Agreement, including for purposes of the relative Lien priorities and rights in respect of Collateral set forth herein, and the collateral agent (or similar representative) in respect of the obligations under such time by a junior-priority Lien on Refinancing shall be the Fixed Asset Collateral Agent in respect of such assets Series for all purposes of this Agreement; provided, however, that the holders of such Refinancing Indebtedness, and the collateral agent (or similar representative) of such holders, bind themselves to the same extent provided in the Junior Lien Collateral Documents and terms of this Agreement except pursuant to the extent, an amendment effected in accordance with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienSection 9.3.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge termination of Senior Lien Obligations the Non-CPLV Lease has occurred or contemporaneously therewith, a New Lease is entered into in accordance with the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien ObligationNon-CPLV Lease, then such Discharge of Senior Lien Obligations New Lease shall automatically be deemed not to have occurred treated as the Non-CPLV Lease for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents New Lease shall automatically be treated as Senior Lien Non-CPLV Lease Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Non-CPLV Lease Collateral set forth herein. In such event, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Additional Senior Lien Representative obligations of the parties hereto from such date of reinstatement, and (i) the Additional Senior Lien Collateral Agent tenant under such new Senior Lien Documents New Lease shall become party hereto as Tenant and shall be a Senior Lien Representative treated for all purposes hereunder as Tenant and Senior Lien (ii) such tenant, Landlord, each Tenant Financing Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, Landlord Financing Lender and each Junior Lien Representative and Junior Lien Collateral Agent shall, other party hereto shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company any Tenant Financing Collateral Agent, Landlord or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent each Landlord Financing Lender shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent it the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and Agreement. This Section 5.4(a) shall survive termination of this Agreement. (yb) deliver to such If, at any time after the Discharge of Tenant Financing Obligations has occurred, Tenant enters into any Additional Senior Lien Tenant Financing Loan Document evidencing any Additional Tenant Financing Obligations, so long as the Tenant Financing Collateral Agent any Pledged Collateral held by it together and the Tenant Financing Claimholders are Permitted Leasehold Mortgagees (as defined in the Non-CPLV Lease) then Landlord and each Landlord Financing Lender, at the cost and expense of Tenant, shall, upon the request of Tenant, promptly enter into a new intercreditor agreement, in substantially the same form as this Agreement, with any necessary endorsements (or otherwise allow such Additional Senior Lien the Tenant Financing Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets Additional Tenant Financing Obligations and the Tenant. This Section 5.4(b) shall survive termination of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge Upon receipt of Senior notice of a Refinancing of First Lien Obligations has occurred or contemporaneously therewith, Second Lien Obligations (including the Company enters into any Refinancing identity of any Senior Lien Documents evidencing a Senior Lien Obligation, then such Discharge of Senior Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior new First Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), or the obligations under such Refinancing of the applicable Senior Lien Documents shall automatically be treated as Senior 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 Additional Senior Lien Representative and the Additional Senior Lien Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Second Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreementas applicable), each Junior Lien Representative and Junior Lien Collateral Agent shall, Person party hereto shall promptly following such requests, (xa) enter into such documents and agreements (agreements, including amendments or supplements to this Agreement) , as the Company Foresight or any one or more such Additional Senior Lien Representative and such Additional Senior Lien new Collateral Agent shall reasonably request in writing in order to provide to such Additional Senior Lien Representative and such Additional Senior the new First Lien Collateral Agent or the Second Lien Collateral Agent, as applicable the rights of a the First Lien Collateral Agent or Second Lien Collateral Agent, as applicable contemplated hereby, (b) to the extent that such Refinancing is in each case consistent in all material respects with respect of the terms of this Agreement and (y) First Lien Obligations, deliver to such Additional Senior First Lien Collateral Agent or, to the extent that the Discharge of First Lien Obligations has occurred and such Refinancing is in respect of the Second Lien Obligations, such Second Lien Collateral Agent, to the extent that it is legally permitted to do so, all Collateral and Proceeds thereof held or controlled by the Second Lien Collateral Agent, Third Lien Collateral Agent or any of their respective agents or bailees (to the extent applicable), including the transfer of possession and control, as applicable, of the Pledged Collateral held by it 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 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 insurance policies of any Guarantor issued by such Additional Senior insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving any Credit Party that the new First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, is entitled to obtain control of approve any awards granted in such Pledged Collateral), proceeding; provided that any reasonable costs or other expenses (including fees, expenses and disbursements of legal counsel) incurred in connection with clauses (a) to (d) above shall be the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets exclusive responsibility of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienCredit Parties.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior Parity Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of Additional Parity Lien Debt Document evidencing any Senior Additional Parity Lien Documents evidencing a Senior Obligations which Additional Parity Lien ObligationObligations are permitted by the Junior Lien Debt Documents, then such Discharge of Senior Parity Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Parity Lien Obligations), and, from and after the date on which the Additional Senior Parity Lien Representative and Additional Senior Parity Lien Collateral Agent in respect of such Refinancing Additional Parity Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Additional Parity Lien Documents Debt Document shall automatically be treated as Senior Parity 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 Additional Senior Parity Lien Representative and the Additional Senior Parity Lien Collateral Agent under such new Senior Parity Lien Debt Documents shall be a Senior Parity Lien Representative and Senior Parity Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement), each Junior Lien Representative and Junior Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Parity Lien Representative and and/or such Additional Senior Parity Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior Parity Lien Representative and such Additional Senior Parity Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior Parity Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Parity Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Parity Lien Obligations under the such Additional Senior Parity Lien Debt Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Junior Lien Obligations has occurred, the Company enters into any Additional Junior Lien Debt Document evidencing any Additional Junior Lien Obligations which Additional Junior Lien Obligations are permitted by the Parity Lien Debt Documents, then such Discharge of Junior Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Junior Lien Obligations), and, from and after the date on which the Additional Junior Lien Representative and Additional Junior Lien Collateral Agent in respect of such Additional Junior Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Additional Junior Lien Debt Document shall automatically be treated as Junior 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 Additional Junior Lien Representative and the Additional Junior Lien Collateral Agent under such new Junior Lien Debt Documents shall be a Junior Lien Representative and Junior Lien Collateral Agent, respectively, for all purposes of this Agreement and 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 designation from the Company in accordance with Section 8.7(b)(2), each Parity Lien Representative and Parity Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such Additional Junior Lien Representative and/or such Additional Junior Lien Collateral Agent shall reasonably request in order to provide to such Additional Junior Lien Representative and such Additional Junior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. If the Additional Junior Lien Obligations under such Additional Junior Lien Debt Documents are secured by assets of the Grantors constituting Collateral that do not also secure the Parity Lien Obligations, then the Parity Lien Obligations shall be secured at such time by a first-priority Lien on such assets to the same extent provided in the Parity Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Parity Lien Obligations, such Lien on such assets constitutes a Parity Lien Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior Lien ABL Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien ObligationAdditional ABL Credit Agreement which Additional ABL Credit Agreement is permitted by the Term Loan Documents, then such Discharge of Senior Lien ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien ABL Obligations), and, from and after the date on which the ABL Agent under such Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each ABL Credit Agreement becomes a party to this Agreement in accordance with Section 8.7(b)9.22 hereof, the obligations under such Refinancing of the applicable Senior Lien Documents Additional ABL Credit Agreement automatically shall automatically be treated as Senior Lien ABL 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 Additional Senior Lien Representative and the Additional Senior Lien Collateral ABL Agent under such new Senior Lien Documents Additional ABL Credit Agreement shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, the ABL Agent for all purposes of this AgreementAgreement and 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 Designation designation from the Company in accordance with Section 8.7(b)(2) of this Agreement9.22 hereof, each Junior Lien Representative and Junior Lien Collateral the Term Agent shall, shall promptly following such requests, (xa) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral new ABL Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral the new ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (yb) deliver to such Additional Senior Lien Collateral the new ABL Agent any Pledged Collateral constituting ABL Priority Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral the new ABL Agent to obtain control of such Pledged Collateral). As provided in Section 9.22 hereof, provided that the Junior Lien Representative and Junior Lien Collateral new ABL Agent shall not agree in a writing addressed to the Term Agent and the Term Claimholders to be required bound by the terms of this Agreement. Subject to take any action Section 2.5 hereof, if such actions would violate applicable law or court order. If the Additional Senior Lien new ABL Obligations under the Additional Senior Lien new ABL Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Lien Term Obligations, then the Junior Lien Term Obligations shall be secured at such time by a juniorsecond-priority Lien on such assets to the same extent provided in the Junior Lien Term Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, extent such Lien on such assets constitutes a Junior Lien Declined Lien. (b) If, at any time after the Discharge of Term Obligations has occurred or contemporaneously therewith, the Company enters into any Additional Term Loan Agreement which Additional Term Loan Agreement is permitted by the ABL Loan Documents, then such Discharge of Term Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Term Obligations), and, from and after the date on which the Term Agent under such Additional Term Loan Agreement becomes a party to this Agreement in accordance with Section 9.22 hereof, the obligations under such Additional Term Loan Agreement automatically shall be treated as Term 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 Term Agent under such Additional Term Loan Agreement shall be the Term Agent for all purposes of this Agreement and 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 designation from the Company in accordance with Section 9.22 hereof, the ABL Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such new Term Agent shall reasonably request in order to provide to the new Term 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 Term Agent any Pledged Collateral constituting Term Priority Collateral held by it together with any necessary endorsements (or otherwise allow the new Term Agent to obtain control of such Pledged Collateral). As provided in Section 9.22 hereof, the new Term Agent shall agree in a writing addressed to the Term Agent and the Term Claimholders to be bound by the terms of this Agreement. Subject to Section 2.5 hereof, if the new Term Obligations under the new Term Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the ABL Obligations, then the ABL Obligations shall be secured at such time by a second-priority Lien on such assets to the same extent provided in the ABL Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of Additional First Lien Loan Document evidencing any Senior Additional First Lien Documents evidencing a Senior Obligations which Additional First Lien ObligationLoan Obligations are permitted by the Second Lien Loan Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing Additional First Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Additional First Lien Documents Loan Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Loan Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement), each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the such Additional Senior First Lien Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Second Lien Obligations, such Lien on such assets constitutes a Junior Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Second Lien Obligations has occurred, the Company enters into any Additional Second Lien Loan Document evidencing any Additional Second Lien Obligations which Additional Second Lien Obligations are permitted by the First Lien Loan Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the Additional Second Lien Representative and Additional Second Lien Collateral Agent in respect of such Additional Second Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Additional Second Lien Loan Document shall automatically be treated as Second 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 Additional Second Lien Representative and the Additional Second Lien Collateral Agent under such new Second Lien Loan Documents shall be a Second Lien Representative and Second Lien Collateral Agent, respectively, for all purposes of this Agreement and 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 designation from the Company in accordance with Section 8.7(b)(2), each First Lien Representative and First Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such Additional Second Lien Representative and/or such Additional Second Lien Collateral Agent shall reasonably request in order to provide to such Additional Second Lien Representative and such Additional Second Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. If the Additional Second Lien Obligations under such Additional Second Lien Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first-priority Lien on such assets to the same extent provided in the First Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of First Lien Obligations, such Lien on such assets constitutes a First Lien Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien Limited Secured Acquisition Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien Limited Secured Acquisition Obligation, then such Discharge of Senior Lien Limited Secured Acquisition Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Limited Secured Acquisition Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents shall automatically be treated as Senior Lien Limited Secured Acquisition 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 Additional Senior Lien Representative and the Additional Senior Lien Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Limited Secured Acquisition Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined Lien.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company any Grantor enters into any Refinancing of Additional First Lien Loan Document evidencing any Senior Additional First Lien Documents evidencing a Senior Obligations which Additional First Lien ObligationLoan Obligations are permitted by the Second Lien Loan Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing Additional First Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Additional First Lien Documents Loan Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Loan Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement), each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the such Additional Senior First Lien Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Second Lien Obligations, such Lien on such assets constitutes a Junior Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Second Lien Obligations has occurred, any Grantor enters into any Additional Second Lien Loan Document evidencing any Additional Second Lien Obligations which Additional Second Lien Obligations are permitted by the First Lien Loan Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the Additional Second Lien Representative and Additional Second Lien Collateral Agent in respect of such Additional Second Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Additional Second Lien Loan Document shall automatically be treated as Second 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 Additional Second Lien Representative and the Additional Second Lien Collateral Agent under such new Second Lien Loan Documents shall be a Second Lien Representative and Second Lien Collateral Agent, respectively, for all purposes of this Agreement and 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 designation from the Company in accordance with Section 8.7(b)(2), each First Lien Representative and First Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such Additional Second Lien Representative and/or such Additional Second Lien Collateral Agent shall reasonably request in order to provide to such Additional Second Lien Representative and such Additional Second Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. If the Additional Second Lien Obligations under such Additional Second Lien Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first-priority Lien on such assets to the same extent provided in the First Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of First Lien Obligations, such Lien on such assets constitutes a First Lien Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge termination of Senior Lien Obligations the CPLV Lease has occurred or contemporaneously therewith, a New Lease is entered into in accordance with the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien ObligationCPLV Lease, then such Discharge of Senior Lien Obligations New Lease shall automatically be deemed not to have occurred treated as the CPLV Lease for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents New Lease shall automatically be treated as Senior Lien CPLV Lease Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of CPLV Lease Collateral set forth herein. In such event, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Additional Senior Lien Representative obligations of the parties hereto from such date of reinstatement, and (i) the Additional Senior Lien Collateral Agent tenant under such new Senior Lien Documents New Lease shall become party hereto as Tenant and shall be a Senior Lien Representative treated for all purposes hereunder as Tenant and Senior Lien (ii) such tenant, Landlord, each Tenant Financing Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, Landlord Financing Lender and each Junior Lien Representative and Junior Lien Collateral Agent shall, other party hereto shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company any Tenant Financing Collateral Agent, Landlord or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent Landlord Financing Lender shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent it the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and Agreement. This Section 5.4(a) shall survive termination of this Agreement. (yb) deliver to such If, at any time after the Discharge of Tenant Financing Obligations has occurred, Tenant enters into any Additional Senior Lien Tenant Financing Loan Document evidencing any Additional Tenant Financing Obligations, so long as the Tenant Financing Collateral Agent any Pledged Collateral held by it together and the Tenant Financing Claimholders are Permitted Leasehold Mortgagees (as defined in the CPLV Lease) then Landlord and Landlord Financing Lender, at the cost and expense of Tenant, shall, upon the request of Tenant, promptly enter into a new intercreditor agreement, in substantially the same form as this Agreement, with any necessary endorsements (or otherwise allow such Additional Senior Lien the Tenant Financing Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets Additional Tenant Financing Obligations and the Tenant. This Section 5.4(b) shall survive termination of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters (a) If Revolving Borrowers enter into any Refinancing of any Senior Lien Documents evidencing the Revolving Obligations that is intended to be secured by the Revolving Priority Collateral on a Senior Lien Obligationfirst-priority basis, then such a Discharge of Senior Lien Revolving Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents such Revolving Obligations shall automatically be treated as Senior Revolving Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and Revolving Collateral Agent under the Revolving Loan Documents effecting such Refinancing shall be Revolving Collateral Agent for all purposes of this Agreement. Revolving Collateral Agent under such Revolving Loan Documents shall agree (in a writing addressed to Notes Collateral Agent) to be bound by the terms of this Agreement. (b) If AMLLC and Finance Sub enter into any Refinancing of the Notes Obligations that is intended to be secured by the Notes Priority Collateral on a first-priority basis, then a Discharge of Notes Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Notes Obligations shall be treated as Notes 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 Additional Senior Lien Representative and lender or group of lenders or any of their designees under the Additional Senior Lien Notes Documents effecting such Refinancing shall be Notes Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt The lender or group of a Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company lenders or any one or more of their designees under such Additional Senior Lien Representative and such Additional Senior Lien Notes Documents shall agree (in a writing addressed to Notes Collateral Agent shall reasonably request in order Agent) to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.

When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewithoccurred, the Company enters into any Refinancing of Additional First Lien Document evidencing any Senior Additional First Lien Documents evidencing a Senior Obligations which Additional First Lien ObligationObligations are permitted by the Second Lien Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing Additional First Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Additional First Lien Documents Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation designation from the Company in accordance with Section 8.7(b)(2) of this Agreement), each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the such Additional Senior First Lien Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior First Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Second Lien Obligations, such Lien on such assets constitutes a Junior Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of Second Lien Obligations has occurred, the Company enters into any Additional Second Lien Document evidencing any Additional Second Lien Obligations which Additional Second Lien Obligations are permitted by the First Lien Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the Additional Second Lien Representative and Additional Second Lien Collateral Agent in respect of such Additional Second Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Additional Second Lien Document shall automatically be treated as Second 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 Additional Second Lien Representative and the Additional Second Lien Collateral Agent under such new Second Lien Documents shall be a Second Lien Representative and Second Lien Collateral Agent, respectively, for all purposes of this Agreement and 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 designation from the Company in accordance with Section 8.7(b)(2), each First Lien Representative and First Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such Additional Second Lien Representative and/or such Additional Second Lien Collateral Agent shall reasonably request in order to provide to such Additional Second Lien Representative and such Additional Second Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. If the Additional Second Lien Obligations under such Additional Second Lien Documents are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first-priority Lien on such assets to the same extent provided in the Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of First Lien Obligations, such Lien on such assets constitutes a First Lien Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of Additional First Lien Loan Document evidencing any Senior Additional First Lien Documents evidencing a Senior Obligations which Additional First Lien ObligationLoan Obligations are permitted by the Second Lien Loan Documents, then such Discharge of Senior First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior First Lien Obligations), and, from and after the date on which the Additional Senior First Lien Representative and Additional Senior First Lien Collateral Agent in respect of such Refinancing Additional First Lien Obligations each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Additional First Lien Documents Loan Document shall automatically be treated as Senior 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 Additional Senior First Lien Representative and the Additional Senior First Lien Collateral Agent under such new Senior First Lien Loan Documents shall be a Senior First Lien Representative and Senior First Lien Collateral Agent, respectively, for all purposes of this AgreementAgreement and 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 Designation from the Company in accordance with Section 8.7(b)(2) of this Agreement), each Junior Second Lien Representative and Junior Second Lien Collateral Agent shall, shall promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or any one or more such Additional Senior First Lien Representative and and/or such Additional Senior First Lien Collateral Agent shall reasonably request in order to provide to such Additional Senior First Lien Representative and such Additional Senior First Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver to such Additional Senior First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior First Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior First Lien Obligations under the such Additional Senior First Lien Loan Documents in respect of such Refinancing are secured by assets of the Company Grantors constituting Collateral that do not also secure the Junior Second Lien Obligations, then the Junior Second Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Second Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Second Lien Obligations, such Lien on such assets constitutes a Junior Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement.

When Discharge of Obligations Deemed to Not Have Occurred. If, at (a) If the ABL Revolving Borrowers (or any time after the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith, the Company enters them) enter into any Refinancing of any Senior Lien Documents evidencing the ABL Revolving Obligations that is intended to be secured by the ABL Revolving Priority Collateral on a Senior Lien Obligationfirst priority basis, then such a Discharge of Senior Lien ABL Revolving Obligations shall automatically be deemed not to have occurred oc- curred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations)Agreement, and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior Lien Documents such ABL Re- volving Obligations shall automatically be treated as Senior Lien ABL Revolving 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 Additional Senior Lien Representative and the Additional Senior Lien ABL Revolving Collateral Agent under the ABL Revolving Loan Documents effecting such new Senior Lien Documents Refinancing shall be a Senior Lien Representative and Senior Lien the ABL Revolving Collateral Agent, respectively, Agent for all purposes of this Agreement. Upon receipt The ABL Revolving Collateral Agent under such ABL Revolving Loan Documents shall agree (in a writing addressed to the Term Agents) to be bound by the terms of this Agreement. (b) If the Notes Issuer enters into any Refinancing of the Term Obligations that is in- tended to be secured by the Notes Priority Collateral on a Designation from the Company in accordance with Section 8.7(b)(2) senior-priority basis, then a Discharge of Term Obligations shall be deemed not to have occurred for all purposes of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following the obligations under such requests, (x) enter into Refinancing of such documents and agreements (including amendments or supplements to Term Obligations shall be treated as Term Obligations for all purposes of this Agreement) as , including for purposes of the Company Lien priorities and rights in respect of Collateral set forth herein, and the lender or investor or group of lenders or investors or any one of their designees under the Term Documents effecting such Refinancing shall be the Term Agent for all purposes of this Agreement. The lender or more investor or group of lenders or investors or any of their designees under such Additional Senior Lien Representative and such Additional Senior Lien Term Documents shall agree (in a writing addressed to the ABL Revolving Collateral Agent shall reasonably request in order Agent) to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with be bound by the terms of this Agreement and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined LienAgreement.