ABL Facility. The ABL Credit Agreement shall have been amended as required in connection with this Agreement and such amendment shall be satisfactory to the Administrative Agent and the Majority ​ in their reasonable discretion.

ABL Documents. Within five (5) Business Days after the effective date thereof, a copy of each material amendment or modification to or waiver of a default under the ABL Documents.

“ABL Facilities” shall mean the North American ABL Facility and the European ABL Facility.

“ABL Debt Documents” shall mean the North American ABL Facility, any additional credit agreement or indenture related thereto or to any other ABL Debt Obligations and all other loan documents, security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, the North American ABL Facility or any other ABL Debt Obligations, as such agreements or instruments may be amended or supplemented from time to time.

“Domestic Priority Debt” shall mean # the North American ABL Facility and # any other Credit Facilities that are incurred pursuant to [Section 9.7(b)(1)] hereof that are secured by any assets of Holdings or any of its Restricted Subsidiaries that secure or, if the North American ABL Facility is no longer outstanding, would have secured pursuant to its terms, the North American ABL Facility.

The Net Proceeds received by the Borrower or any Subsidiary in respect of any Asset Disposition of ABL Facility First Priority Collateral (or any assets of the Canadian Subsidiaries that are of the same type as the ABL Facility Priority Collateral), whether in the form of a direct sale, transfer or other disposition of such ABL Facility First Priority Collateral (or such other assets) or a sale, transfer or other disposition of Equity Interests in any Subsidiary owning such ABL Facility First Priority Collateral (or such other assets), or any Event of Loss involving any ABL Facility First Priority Collateral (or such other assets), shall not, unless otherwise agreed by the Borrower, solely to the extent such Net Proceeds are attributable to such ABL Facility First Priority Collateral (or such other assets) (with such Collateral and such other assets valued at net book value thereof), be subject to the requirements set forth in [Section 2.06(c)(i)(A)].

Indebtedness of the Borrower and any Guarantor outstanding under the North American ABL Facility on the date of this Agreement or incurred from time to time after the date of this Agreement under the North American ABL Facility; and

“ABL Collateral Agent” shall mean Bank of Montreal, in its capacity as “Agent” under the North American ABL Facility and any successor thereto in such capacity.

“ABL Facility First Priority Collateral” has the meaning set forth in the Intercreditor Agreement.

Facility. ​ is willing to consider, in its sole discretion and within limits which may be authorized for purchase by ​ Parties from time to time, the purchase of Shelf ​ pursuant to this Agreement. The willingness of ​ to consider such purchase of Shelf ​ is herein called the “Facility.” At any time, subject to the additional limitations in [Section 2(b)], the aggregate principal amount of Shelf ​ stated in [Section 1], minus the aggregate principal amount of Shelf ​ purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted ​ (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF ​ TO CONSIDER PURCHASES OF SHELF ​ BY ​ PARTIES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER ​ NOR ANY ​ PARTY SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF ​, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF ​, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY ​ OR ANY ​ PARTY.