Common use of First Lien Indebtedness Clause in Contracts

First Lien Indebtedness. All First Lien Indebtedness at any time incurred by any Obligor shall be deemed to have been incurred, and all First Lien Indebtedness held by any First Lien Lender or other holder of First Lien Indebtedness shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and, to the extent not otherwise required herein, Second Lien Agent, on behalf of itself and each Second Lien Lender, hereby waives (i) notice of acceptance, or proof of reliance, by First Lien Agent, First Lien Co-Agent, the First Lien Lenders or any other holder of First Lien Indebtedness of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the First Lien Indebtedness. Nothing contained in this Agreement shall preclude First Lien Agent, First Lien Co-Agent, First Lien Lenders or any other holder of First Lien Indebtedness from discontinuing the extension of credit to any Obligor (whether under the First Lien Credit Agreement or otherwise). Anything in the Second Lien Loan Documents to the contrary notwithstanding, Second Lien Agent, on behalf of itself and each Second Lien Lender, hereby agrees that First Lien Agent and First Lien Co-Agent shall have the right, at any time and from time to time, in its sole discretion without the consent of or notice to Second Lien Agent or any Second Lien Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to Second Lien Agent or any Second Lien Lender amend, restate, waive, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify (collectively, any "First Lien Modification") the First Lien Loan Documents, in any manner whatsoever, including any renewals, extensions or shortening of time of payments (even if such shortening causes any First Lien Indebtedness to be due on demand or otherwise), and Second Lien Agent, on behalf of itself and each Second Lien Lender, consents and agrees to any such First Lien Modification. Second Lien Agent, on behalf of itself and each Second Lien Lender, waives notice of any such First Lien Modification, and agrees that no such First Lien Modification shall affect, release, or impair the subordinations or any other obligations of Second Lien Agent or any Second Lien Lender contained herein.

First Lien Indebtedness. All First Lien Indebtedness at any time incurred by any Obligor shall be deemed to have been incurred, and all First Lien Indebtedness held by any First Lien Lender or other holder of First Lien Indebtedness shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and, to the extent not otherwise required herein, Second each Junior Lien Agent, on behalf of itself and each Second Junior Lien LenderLender for which it is agent, hereby waives (i) notice of acceptance, or proof of reliance, by First Lien Agent, First Lien Co-Agent, the First Lien Lenders or any other holder of First Lien Indebtedness of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the First Lien Indebtedness. Nothing contained in this Agreement shall preclude First Lien Agent, First Lien Co-Agent, First Lien Lenders or any other holder of First Lien Indebtedness from discontinuing the extension of credit to any Obligor (whether under the First Lien Credit Agreement or otherwise). Anything in the Second Junior Lien Loan Documents to the contrary notwithstanding, Second each Junior Lien Agent, on behalf of itself and each Second Junior Lien LenderLender for which it is agent, hereby agrees that First Lien Agent and First Lien Co-Agent shall have the right, at any time and from time to time, in its sole discretion without the consent of or notice to Second any Junior Lien Agent or any Second Junior Lien Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to Second any Junior Lien Agent or any Second Junior Lien Lender amend, restate, waive, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify (collectively, any "“First Lien Modification"”) the First Lien Loan Documents, in any manner whatsoever, including any renewals, extensions or shortening of time of payments (even if such shortening causes any First Lien Indebtedness to be due on demand or otherwise), ) except to the extent any such First Lien Modification increases the principal amount of the First Lien Loans to an amount in excess of the First Lien Amount or results in a modification to the definition of the Borrowing Base in a manner that increases the amount of First Lien Loans available thereunder and Second each Junior Lien Agent, on behalf of itself and each Second Junior Lien LenderLender for which it is agent, consents and agrees to any such First Lien Modification. Second Each Junior Lien Agent, on behalf of itself and each Second Junior Lien LenderLender for which it is agent, waives notice of any such First Lien Modification, and agrees that no such First Lien Modification shall affect, release, or impair the subordinations or any other obligations of Second the Junior Lien Agent Agents or any Second Junior Lien Lender contained herein.

First Lien Indebtedness. All of the First Lien Indebtedness at any time incurred by any Obligor shall be deemed to have been incurred, and all of the First Lien Indebtedness held by any First Lien Lender or other holder of the First Lien Indebtedness shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and, to the extent not otherwise required herein, the Second Lien Agent, on behalf of itself and each Second Lien Lender, Agent hereby waives (i) notice of acceptance, or proof of reliance, by the First Lien Agent, First Lien Co-Agent, the First Lien Lenders or any other holder of the First Lien Indebtedness of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the First Lien Indebtedness. Nothing contained in this Agreement shall preclude the First Lien Agent, First Lien Co-Agent, the First Lien Lenders or any other holder of the First Lien Indebtedness from discontinuing the extension of credit to any Obligor (whether under the First Lien Credit Agreement or otherwise). Anything in the Second Lien Loan Documents to the contrary notwithstanding, The Second Lien Agent, on behalf of itself and each the Second Lien LenderLenders, hereby agrees that the First Lien Agent and First Lien Co-Agent shall have the right, at any time and from time to time, in its sole discretion without the consent of or notice to the Second Lien Agent or any Second Lien Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the Second Lien Agent or any Second Lien Lender Lender, to amend, restate, waive, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify the First Lien Loan Documents (collectively, any "“First Lien Modification") the First Lien Loan Documents”), in any manner whatsoever, including any renewals, extensions or shortening of time of payments (even if such shortening causes any of the First Lien Indebtedness to be due on demand or otherwise), and the Second Lien Agent, on behalf of itself and each the Second Lien LenderLenders, consents and agrees to any such First Lien Modification. ; provided that the First Lien Agent and the First Lien Lenders shall obtain the prior written consent of the Second Lien AgentAgent to any First Lien Modification that (i) changes (including a waiver of) the amount of any scheduled principal payment or any mandatory principal prepayment or extends the date for payment of any scheduled principal payment or any mandatory principal prepayment, including any First Lien Modifications in respect of Section 2.05 of the First Lien Credit Agreement, provided that the First Lien Agent may (x) change to an earlier date the Final Maturity Date (as defined in the Original First Lien Credit Agreement), (y) make modifications to Section 2.05 of the First Lien Credit Agreement that are immaterial and have no adverse effect on behalf the Obligors, the Second Lien Agent or any Second Lien Lender and/or (z) waive any scheduled principal payment or any mandatory principal prepayment so long as such payment is then offered to the Second Lien Agent and the Second Lien Lenders to be applied to the Second Lien Indebtedness (which payment may be waived by the Second Lien Agent and the Second Lien Lenders), (ii) increases the applicable interest rate margin or yield with respect to any category of itself the First Lien Indebtedness in the aggregate by greater than 3 percentage points calculated at the time of such increase on an average per annum basis for the remaining term of the First Lien Indebtedness (excluding the imposition of the default rate of interest in effect under the Original First Lien Loan Documents but including any amendment fees or other additional fees), (iii) modifies any existing covenant, representation, warranty or event of default or adds any new covenant, representation, warranty, or event of default which, in either case, specifically restricts one or more Obligors from making payments under the Second Lien Loan Documents or incurring Indebtedness under the Second Lien Loan Documents which payments or Indebtedness would be permitted under the First Lien Loan Documents as in effect on the date hereof, (iv) extends to a later date the Final Maturity Date (as defined in the Original First Lien Credit Agreement), provided that the First Lien Agent may extend the Final Maturity Date (as defined in the Original First Lien Credit Agreement) by six (6) months but in no event beyond the Final Maturity Date (as defined in the Original Second Lien Credit Agreement), or (v) has the effect of contravening this Agreement. The foregoing notwithstanding, the First Lien Agent and each the First Lien Lenders may increase the principal amount of the First Lien Indebtedness, without obtaining the consent of Second Lien Agent or any Second Lien Lender, in accordance with the terms of the Original Second Lien Credit Agreement (subject to the restrictions set forth herein and therein). Other than the First Lien Modifications set forth in the initial proviso to this Section 4.a., the Second Lien Agent waives notice of any such First Lien Modification, and agrees that no such First Lien Modification shall affect, release, or impair the subordinations subordination or any other obligations of the Second Lien Agent or any Second Lien Lender contained herein.

First Lien Indebtedness. All First Lien Indebtedness at any time incurred by any Obligor shall be deemed to have been incurred, and all First Lien Indebtedness held by any First Lien Lender or other holder of First Lien Indebtedness shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and, to the extent not otherwise required herein, Second Lien Agent, on behalf of itself and each Second Lien Lender, Agent hereby waives (i) notice of acceptance, or proof of reliance, by First Lien Agent, First Lien Co-Agent, the First Lien Lenders or any other holder of First Lien Indebtedness of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the First Lien Indebtedness. Nothing contained in this Agreement shall preclude First Lien Agent, First Lien Co-Agent, First Lien Lenders or any other holder of First Lien Indebtedness from discontinuing the extension of credit to any Obligor (whether under the First Lien Credit Agreement or otherwise). Anything in the Second Lien Loan Documents to the contrary notwithstanding, Second Lien Agent, on behalf of itself and each the Second Lien LenderLenders, hereby agrees that First Lien Agent and First Lien Co-Agent shall have the right, at any time and from time to time, in its sole discretion without the consent of or notice to Second Lien Agent or any Second Lien Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to Second Lien Agent or any Second Lien Lender Lender, to amend, restate, waive, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify (collectively, any "“First Lien Modification"”) the First Lien Loan Documents, in any manner whatsoever, including any renewals, extensions or shortening of time of payments (even if such shortening causes any First Lien Indebtedness to be due on demand or otherwise), and Second Lien Agent, on behalf of itself and each the Second Lien LenderLenders, consents and agrees to any such First Lien Modification. ; provided that First Lien Agent and the First Lien Lenders shall obtain the prior written consent of Second Lien AgentAgent to any First Lien Modification that (i) changes (including a waiver of) the amount of any scheduled principal payment or any mandatory principal prepayment or extends the date for payment of any scheduled principal payment or any mandatory principal prepayment, including any First Lien Modifications in respect of Section 2.07 of the First Lien Credit Agreement, provided, that First Lien Agent may change to an earlier date the Maturity Date (as defined in the Original First Lien Credit Agreement) and/or may make modifications to Section 2.07 of the First Lien Credit Agreement that are immaterial and have no adverse effect on behalf of itself and each the Obligors, Second Lien Agent or any Second Lien Lender, (ii) increases the applicable interest rate margin or yield with respect to any category of the First Lien Indebtedness in the aggregate by greater than 2 percentage points calculated at the time of such increase on an average per annum basis for the remaining term of such First Lien Indebtedness (excluding the imposition of the default rate of interest in effect under the Original First Lien Loan Documents but including any amendment fees or other additional fees), (iii) modifies any existing covenant, representation, warranty or event of default or adds any new covenant, representation, warranty, or event of default which, in either case, specifically restricts one or more Obligors from making payments under the Second Lien Loan Documents or incurring Indebtedness under the Second Lien Loan Documents which payments or Indebtedness would be permitted under the First Lien Documents as in effect on the date hereof, (iv) extends to a later date the Maturity Date (as defined in the Original First Lien Credit Agreement), or (v) has the effect of contravening this Agreement. The foregoing notwithstanding, First Lien Agent and the First Lien Lenders may increase the principal amount of the First Lien Indebtedness, without obtaining the consent of Second Lien Agent or any Second Lien Lender, in accordance with the terms of the Original Second Lien Credit Agreement (subject to the restrictions set forth herein). Other than the First Lien Modifications set forth in the initial proviso to this Section 4.a., Second Lien Agent waives notice of any such First Lien Modification, and agrees that no such First Lien Modification shall affect, release, or impair the subordinations subordination or any other obligations of Second Lien Agent or any Second Lien Lender contained herein.