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

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

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

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