Common use of Effect of Refinancing Clause in Contracts

Effect of Refinancing. (a) If the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided that (1i) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the “First Lien Agent Agent” for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents herein and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreementand conditions set forth herein.

Effect of Refinancing. (a) If the Discharge of First Lien ABL Obligations is being effected through a Refinancing; , provided that (1) the First Lien ABL Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days Term Lender prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien ABL Obligations (the “New First Lien ABL Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien ABL Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien ABL Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien ABL Obligations”) shall be treated as First Lien ABL Obligations (or Excess ABL Obligations, as the case may be) for all purposes of this Agreement, (C) the New First Lien ABL Documents shall be treated as the First Lien ABL Documents and (D) the agent (or, if not a syndicated credit, the lender) under the New First Lien ABL Documents (the “New First Lien ABL Agent”) shall be deemed to be the First Lien ABL Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien ABL Agent, the Second Lien Agent Term Lender shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien ABL Agent may reasonably request in order to provide to the New First Lien ABL Agent and the holders of the New First Lien ABL Obligations the rights and powers set forth herein; provided, provided that the failure of the Second Lien Agent Term Lender to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided that (1i) the First Lien Agent gives a Borrower give written notice of such Refinancing to the Second Lien Agent at least 5 2 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other documents evidencing such new First Lien Obligations (the “"New First Lien Documents”") do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “"New First Lien Obligations”") shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents for all purposes of this Agreement and (D) the agent agents under the New First Lien Documents (the “"New First Lien Agent”Agents") shall be deemed to be the First Lien Agent Agents for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien AgentAgents, the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent Agents may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations Agents the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of First Lien the Term Obligations or Revolving Obligations is being effected through a Refinancing; provided that (1i) the applicable First Lien Out Agent gives a notice of such Refinancing to the other First Out Agent and the Second Lien Out Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other documents evidencing incurrence of such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of Refinancing is permitted under the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1Out Credit Agreement, then (A) such Discharge Payment in Full of First Lien Term Obligations or Revolving Obligations, as applicable, shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Term Obligations” or “New Revolving Obligations”, as applicable) shall be treated as First Lien Term Obligations or Revolving Obligations, as applicable, for all purposes of this Agreement, (C) the documents governing such New First Lien Documents Term Obligations (the “New Term Loan Documents”) and/or the documents governing such New Revolving Obligations (the “New Revolving Loan Documents”) shall be treated as the First Lien Documents Out Loan Documents, under this Agreement and (D) the agent under the New First Lien Term Documents (the “New First Lien Term Agent”) or the New Revolving Loan Documents (the “New Revolving Agent”) shall be deemed to be the First Lien Term Agent or Revolving Agent, as applicable, for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Term Agent or New Revolving Agent, the Second Lien Out Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Term Agent and New Revolving Agent may reasonably request in order to provide to the New First Lien Out Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided. Additionally, that if the failure of Revolving Obligations and Term Obligations are not so refinanced at the Second Lien same time, and the initial First Out Loan Documents accordingly remain outstanding, the New Term Agent to and New Revolving Agent, as applicable, shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the old Term Agent or old Revolving Agent, as applicable, may reasonably request in order to provide or maintain substantially the powers, restrictions and Lien priorities set forth herein. Notwithstanding the foregoing, this Section 10.11 shall not affect apply if all then-existing Obligations of all Secured Parties are substantially simultaneously Refinanced or Paid in Full, in which case the rights of the party that consummates the Refinancing parties to rely on and enforce the terms of this Agreementsuch refinancings shall enter into new intercreditor arrangements, if any, acceptable to them at such time.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided provided, that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the trustee or agent under the New First Lien Documents (the “New First Lien AgentTrustee”) shall be deemed to be the First Lien Agent Trustee for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien AgentTrustee, the Second Lien Trustee and Credit Agreement Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent Trustee may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations Trustee the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided that (1i) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2ii) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge of First Lien Obligations is being effected through a Refinancing; provided that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent Creditor at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent Creditor shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent Creditor to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of any Series of First Lien Obligations is being effected through a Refinancing; provided that (1) that, the First Lien Agent Series Representative of such Series of First Lien Obligations gives a written notice of such Refinancing to the Second Lien Agent Agents at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1Refinancing, then (A) such Discharge of the First Lien Obligations being Refinanced shall not be deemed not to have occurred Paid in Full for all any purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents new First Lien Documents (the “New First Lien Documents”) evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and Documents, (D) (x) in the case of a Refinancing of all First Lien Obligations, all First Lien Obligations under the First Lien Loan Agreement and related First Lien Documents or other Series of First Lien Obligations in respect of which the Series Representative is the First Lien Agent hereunder, the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement, and (y) in the case of a Refinancing of any other Series of First Lien Obligations, the agent under the New First Lien Documents shall be deemed to be the new Series Representative for such Series of First Lien Obligations and shall execute an Intercreditor Joinder Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the any New First Lien Agent, the Second Lien Agent shall and each other Series Representatives shall, at Holdings’ expense, promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement.

Effect of Refinancing. (a) If the Discharge Payment in Full of the First Lien Obligations is being effected through a Refinancing; provided that (1) the First Lien Agent gives a notice of such Refinancing to the Second Lien Agent at least 5 Business Days prior to such Refinancing (except as otherwise provided in Section 6.2) and (2) provided, that, the credit agreement and the other documents evidencing such new First Lien Obligations (the “New First Lien Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Discharge Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the agent under the New First Lien Documents (the “New First Lien Agent”) shall be deemed to be the First Lien Agent for all purposes of this Agreement. Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New First Lien Agent, the Second Lien Agent and Third Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Agent may reasonably request in order to provide to the New First Lien Agent and the holders of the New First Lien Obligations the rights and powers set forth herein; provided, that the failure of the Second Lien Agent to enter into such documents and agreements shall not affect the rights of the party that consummates the Refinancing to rely on and enforce the terms of this Agreement.