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

When Discharge of Term Loan Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if concurrently with (or immediately after) the Discharge of Term Loan Obligations, the Borrower or any other Grantor enters into any Permitted Refinancing of any Term Loan Priority Obligations pursuant to a new Term Loan Credit Agreement or Additional Term Priority Obligations Agreement in accordance with Section 8.19, then such Discharge of Term Loan Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Permitted Refinancing shall automatically be treated as Term Loan Priority Obligations (together with the Term Loan Secured Hedging Agreements on the basis provided in the definition of “Term Loan Documents” contained herein) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “Term Loan Credit Agreement” or “Additional Term Priority Obligations Agreement”, as appropriate, shall be deemed appropriately modified to refer to such Permitted Refinancing and the Term Loan Collateral Agent under such Term Loan Documents (who shall be the Directing Term Loan Collateral Agent for all purposes hereof if the Permitted Refinancing is pursuant to a replacement Term Loan Credit Agreement) and the new secured parties under such Term Loan Documents shall automatically be treated as Term Loan Secured Parties for all purposes of this Agreement.

When Discharge of Term Loan Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if concurrently with (or immediately after) the Discharge of Term Loan Obligations, the Borrower Company or any other Grantor enters into any Permitted Refinancing of any Term Loan Priority Obligations pursuant and provides the notice referred to a new Term Loan Credit Agreement or Additional Term Priority Obligations Agreement in accordance with Section 8.19the following sentence, then such Discharge of Term Loan Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under such the Permitted Refinancing shall automatically be treated as Term Loan Priority Obligations (together with the Term Loan Secured Hedging Agreements on the basis provided in the definition of “Term Loan Documents” contained herein) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “Term Loan Credit Agreement” or “Additional Term Priority Obligations Agreement”, as appropriate, shall be deemed appropriately modified to refer to such Permitted Refinancing and the Term Loan Collateral Security Agent under such Term Loan Documents (who shall be the Directing a Term Loan Collateral Security Agent for all purposes hereof if the Permitted Refinancing is pursuant to a replacement Term Loan Credit Agreement) and the new secured parties under such Term Loan Documents shall automatically be treated as Term Loan Secured Parties for all purposes of this Agreement. Upon receipt of a notice from the Company stating that the Company or any other Grantor has entered into a new Term Loan Document in respect of a Permitted Refinancing of Term Loan Obligations (which notice shall include the identity of the new security agent, such agent, the “New Term Loan Agent”), and delivery by the New Term Loan Agent of an Intercreditor Agreement Joinder, the ABL Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such New Term Loan Agent shall reasonably request in order to provide to the New Term Loan Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New Term Loan Agent any Pledged Term Loan Priority Collateral held by the ABL Agent, together with any necessary endorsements (or otherwise allow the New Term Loan Agent to obtain control of such Pledged Term Loan Priority Collateral), in each case, at the sole cost and expense of the Company. The New Term Loan Agent shall agree to be bound by the terms of this Agreement. If the new Term Loan Priority Obligations under the new Term Loan Documents are secured by assets of the Grantors of the type constituting Term Loan Priority Collateral that do not also secure the ABL Priority Obligations, then the ABL Priority Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the ABL Security Documents with respect to the other Term Loan Priority Collateral. If the new Term Loan Priority Obligations under the new Term Loan Documents are secured by assets of the Grantors of the type constituting ABL Priority Collateral that do not also secure the ABL Priority Obligations, then the ABL Priority Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the ABL Security Documents with respect to the other ABL Priority Collateral.

When Discharge of Term Loan Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if concurrently with (or immediately after) the Discharge of Term Loan Obligations, the any Borrower or and/or any other Grantor enters into any Permitted Refinancing of any Term Loan Priority Obligations pursuant to a new Term Loan Credit Agreement or Additional Term Priority Obligations Agreement in accordance with Section 8.19Obligations, then such Discharge of Term Loan Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under such the Permitted Refinancing shall automatically be treated as Term Loan Priority Obligations (together with the Term Loan Secured Hedging Agreements on the basis provided in the definition of “Term Loan Documents” contained herein) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “Term Loan Credit Agreement” or “Additional Term Priority Obligations Agreement”, as appropriate, shall be deemed appropriately modified to refer to such Permitted Refinancing and the Term Loan Collateral Security Agent under such Term Loan Documents (who shall be the Directing a Term Loan Collateral Security Agent for all purposes hereof if the Permitted Refinancing is pursuant to a replacement Term Loan Credit Agreement) and the new secured parties under such Term Loan Documents (together with the Term Loan Hedging Creditors as provided herein) shall automatically be treated as Term Loan Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that any Borrower and/or any other Grantor has entered into a new Term Loan Document in respect of a Permitted Refinancing of Term Loan Obligations (which notice shall include the identity of the new security agent with respect to such Refinancing Indebtedness, such agent, the “New Term Loan Agent”), and delivery by the New Term Loan Agent of an Intercreditor Agreement Joinder to each other Security Agent hereunder, the ABL Facility Security Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as any Borrower or such New Term Loan Agent shall reasonably request in order to provide to the New Term Loan Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New Term Loan Agent any Pledged Term Loan First Lien Collateral held by the ABL Facility Security Agent together with any necessary endorsements (or otherwise allow the New Term Loan Agent to obtain control of such Pledged Term Loan First Lien Collateral). The New Term Loan Agent shall agree to be bound by the terms of this Agreement. If the new Term Loan Obligations under the new Term Loan Documents are secured by assets of the Grantors of the type constituting Term Loan First Lien Collateral that do not also secure the ABL Facility Obligations, then the ABL Facility Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the ABL Facility Security Documents with respect to the other Term Loan First Lien Collateral. If the new Term Loan Obligations under the new Term Loan Documents are secured by assets of the Grantors of the type constituting ABL Facility First Lien Collateral that do not also secure the ABL Facility Obligations, then the ABL Facility Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the ABL Facility Security Documents with respect to the other ABL Facility First Lien Collateral.

When Discharge of Term Loan Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein(a) If, if concurrently with (or immediately after) at any time after the Discharge of Term Loan ObligationsObligations has occurred or contemporaneously therewith, the Borrower or any other New Grantor enters into any Permitted Refinancing of any Term Loan Priority Obligations pursuant to Document evidencing a new Term Loan Credit Agreement or Additional Term Priority Obligations Agreement in accordance with Section 8.19Obligation, then such Discharge of Term Loan Obligations shall automatically be deemed not to have occurred for all purposes of this AgreementAgreement (provided, that for avoidance of doubt, such Refinancing shall not have any effect with respect to any actions taken by the Pari Passu Collateral Agent or any ABL Claimholder after the occurrence of such first Discharge of Term Loan Obligations and prior to the date of such Refinancing), and, from and after the date on which the New Term Loan Debt Notice is delivered to the Pari Passu Collateral Agent and each ABL Agent in accordance with the next sentence, the obligations under such Permitted Refinancing of the Term Loan Document shall automatically be treated as Term Loan Priority Obligations (together with the Term Loan Secured Hedging Agreements on the basis provided in the definition of “Term Loan Documents” contained herein) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Term Loan Priority Collateral set forth herein, the term “Term Loan Credit Agreement” or “Additional Term Priority Obligations Agreement”, as appropriate, shall be deemed appropriately modified to refer to such Permitted Refinancing and the Term Loan Collateral Agent under such Term Loan Documents (who shall be the Directing Term Loan Collateral Agent for all purposes hereof if 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 Permitted Refinancing is pursuant to obligations of the parties hereto from such date of reinstatement. Upon receipt of a replacement notice (the “New Term Debt Notice”) stating that any New Grantor has entered into a new Term Loan Credit Document (which notice shall include the identity of the new Term Loan Collateral Agent, such agent, the “New Term Loan Agent”), the Pari Passu Collateral Agent and each ABL Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as such New Grantor or such New Term Loan Agent shall reasonably request in order to provide to the New Term Loan Agent the rights contemplated hereby, in each case consistent in all Table of Contents material respects with the terms of this Agreement and (b) deliver to the new secured parties under New Term Loan Agent any Term Loan Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Term Loan Agent to obtain control of such Term Loan Pledged Collateral). The New Term Loan Agent shall agree in a writing addressed to the Pari Passu Collateral Agent and the ABL Claimholders to be bound by the terms of this Agreement. If the new Term Loan Obligations under the new Term Loan Documents are secured by assets of any New Grantor constituting Term Loan Priority Collateral that do not also secure the ABL Obligations, then the ABL Obligations shall be secured at such time by a second-priority Lien on such assets to the same extent provided in the Pari Passu Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes an ABL Declined Lien. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Discharge of ABL Obligations has occurred or contemporaneously therewith, any New Grantor enters into any Refinancing of any ABL Loan Document evidencing any Series of ABL Obligation, then such Discharge of ABL Loan Obligations of the applicable Series of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (provided, that for avoidance of doubt, such Refinancing shall not have any effect with respect to any actions taken by the Term Loan Collateral Agent or any Term Loan Claimholder after the occurrence of such first Discharge of ABL Obligations and prior to the date of such Refinancing), and, from and after the date on which the New ABL Debt Notice is delivered to the Term Loan Collateral Agent in accordance with the next sentence, the obligations under such Refinancing of the applicable ABL Loan Document shall automatically be treated as Term Loan Secured Parties ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Term Loan Priority Collateral set forth herein, and the ABL Agent and the ABL Claimholders under such ABL Loan Documents shall be an ABL Agent and ABL Claimholders for all purposes of this Agreement. This Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon receipt of a notice (the “New ABL Debt Notice”) stating that any New Grantor has entered into a new ABL Loan Document (which notice shall include the identity of the new ABL Agent, such agent, the “New ABL Agent”), the Term Loan Collateral Agent, Pari Passu Collateral Agent and each ABL Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as such New Grantor or such New ABL Agent shall reasonably request in order to provide to the New ABL Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. The new ABL Agent shall agree in a writing addressed to the Term Loan Collateral Agent and the Term Loan Claimholders to be bound by the terms of this Agreement. If the new ABL Obligations under the new ABL Loan Documents are secured by assets of any New Grantor constituting Term Loan Priority Collateral that do not also secure the Term Loan Obligations, then the Term Loan Obligations shall be secured at such time by a first-priority Lien on such assets to the same extent provided in the Term Loan Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Term Loan Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

When Discharge of Term Loan Obligations Deemed to Not Have Occurred. Notwithstanding anything to the contrary herein, if concurrently with (or immediately after) the Discharge of Term Loan Obligations, the any Borrower or any other Grantor enters into any Permitted Refinancing of any Term Loan Priority Obligations pursuant to a new Term Loan Credit Agreement or Additional Term Priority Obligations Agreement in accordance with Section 8.19Obligations, then such Discharge of Term Loan Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under such the Permitted Refinancing shall automatically be treated as Term Loan Priority Obligations (together with the Term Loan Secured Hedging Agreements on the basis provided in the definition of “Term Loan Documents” contained herein) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, the term “Term Loan Credit Agreement” or “Additional Term Priority Obligations Agreement”, as appropriate, shall be deemed appropriately modified to refer to such Permitted Refinancing and the Term Loan Collateral Security Agent under such Term Loan Documents (who shall be the Directing a Term Loan Collateral Security Agent for all purposes hereof if the Permitted Refinancing is pursuant to a replacement Term Loan Credit Agreement) and the new secured parties under such Term Loan Documents shall automatically be treated as Term Loan Secured Parties for all purposes of this Agreement. Upon receipt of a notice stating that any Borrower or any other Grantor has entered into a new Term Loan Document in respect of a Permitted Refinancing of Term Loan Obligations (which notice shall include the identity of the new security agent, such agent, the “New Term Loan Agent”), and delivery by the New Term Loan Agent of an Intercreditor Agreement Joinder, the Revolving Facility Security Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as any Borrower or such New Term Loan Agent shall reasonably request in order to provide to the New Term Loan Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (ii) deliver to the New Term Loan Agent any Pledged Term Loan First Lien Collateral held by the Revolving Facility Security Agent together with any necessary endorsements (or otherwise allow the New Term Loan Agent to obtain control of such Pledged Term Loan First Lien Collateral). The New Term Loan Agent shall agree to be bound by the terms of this Agreement. If the new Term Loan Obligations under the new Term Loan Documents are secured by assets of the Grantors of the type constituting Term Loan First Lien Collateral that do not also secure the Revolving Facility Obligations, then the Revolving Facility Obligations shall be secured at such time by a Second Priority Lien on such assets to the same extent provided in the Revolving Facility Security Documents with respect to the other Term Loan First Lien Collateral. If the new Term Loan Obligations under the new Term Loan Documents are secured by assets of the Grantors of the type constituting Revolving Facility First Lien Collateral that do not also secure the Revolving Facility Obligations, then the Revolving Facility Obligations shall be secured at such time by a First Priority Lien on such assets to the same extent provided in the Revolving Facility Security Documents with respect to the other Revolving Facility First Lien Collateral.