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

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

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

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

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

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