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 Lien Obligations has occurred or contemporaneously therewithNorth America ABL Obligations, the Company enters Grantors thereafter enter into any Refinancing of any Senior Lien Documents North America ABL Loan Document evidencing a Senior North America ABL Obligation which Refinancing is permitted by the Indenture Pari Passu Lien ObligationDebt Documents and this Agreement, then such Discharge of Senior Lien 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 Senior Lien North America ABL Obligations), and, from and after the date on which the Additional Senior Lien Representative and Additional Senior Lien New North America ABL Debt Notice is delivered to the Notes 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 Lien Documents North America ABL Loan Document shall automatically be treated as Senior Lien 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 Additional Senior Lien Representative and the Additional Senior Lien Collateral North America ABL Agent under such new Senior Lien North America ABL Loan Documents shall be a Senior Lien Representative and Senior Lien Collateral Agent, respectively, the North America ABL Agent for all purposes of this Agreement. Upon receipt of a Designation from notice (the Company in accordance “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 Section 8.7(b)(2) of this Agreementrespect to the North America ABL Loan Documents, each Junior Lien Representative and Junior Lien such agent, the “New North America ABL Agent”), the Notes Collateral Agent shall, Trustee shall promptly following such requests, (xi) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company Grantors or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral New North America ABL Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral 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 (yii) deliver to such Additional Senior Lien Collateral the New North America ABL Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Additional Senior Lien Collateral the New North America ABL Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative and Junior Lien Collateral . The New North America ABL Agent shall not agree in a writing addressed to the Notes Collateral Trustee and the other Notes Pari Passu 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 Lien new North America ABL Obligations under the Additional Senior Lien new North America 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 Notes Pari Passu Lien Obligations, then the Junior Notes Pari Passu 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 Indenture Pari Passu 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 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 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 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 LienSubordinated Security Documents.

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 except to the extent, with respect to any Series Agreement. This Section 5.6(a) shall survive termination of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined Lienthis Agreement.

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.

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 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 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 and Junior Lien Collateral Agent shall not be required 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. 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 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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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. (a) 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 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.