Common use of Second Lien Debt Clause in Contracts

Second Lien Debt. (a) No Loan Party shall call, make or offer to make, or caused to be called, made or offered, any Redemption in respect of, or otherwise Redeem, Second Lien Debt or Permitted Refinancing Debt, except, so long as no Default or Event of Default exists immediately prior to or after giving effect thereto: (i) regularly scheduled amortization payments as set forth in the Second Lien Credit Agreement as in effect on the Eleventh Amendment Effective Date; (ii) prepayments of Second Lien Debt with the proceeds of Permitted Refinancing Debt; and (iii) prepayments of Second Lien Debt or Permitted Refinancing Debt (including any premiums and MOIC Amount (as defined in the Second Lien Credit Agreement)) with the net cash proceeds of any Transfer permitted by Section 9.12 (other than an Excluded Transfer (as defined in the Second Lien Credit Agreement)), any Liquidation of a Hedging Agreement permitted by Sections 8.18 and 9.19 or any Casualty Event or with the net cash proceeds from the sale or issuance of Equity Interests in the Borrower (other than Disqualified Capital Stock), in each case described in this subsection (iii) only to the extent that: (A) immediately after giving effect to such prepayment (including any such premiums and MOIC Amount) pursuant to this clause (iii), the Liquidity and Compliance Requirements will be satisfied: and (B) (1) the Borrower has provided (x) written notice by facsimile or email to the Administrative Agent not later than 12:00 noon, New York, New York time, four (4) Business Days before the date of any such prepayment, specifying the Borrower’s calculations of (i) the amount of such net cash proceeds required or desired to be prepaid under the Second Lien Credit Agreement, (ii) the amount of such net cash proceeds required to be prepaid under this Agreement (after giving effect to any Borrowing Base reduction required by Section 9.12 or Section 9.19 or otherwise as a result of such Transfer, Liquidation, Casualty Event, sale or issuance), and (iii) the amount of such net cash proceeds required to be retained by the Borrower and the pro forma financial covenant calculations required to be complied with by the Borrower in order to satisfy the Liquidity and Compliance Requirements, and certifying that such prepayment is permitted by Section 9.21(a), and (y) substantially similar written notice to the Second Lien Administrative Agent as required by the Second Credit Agreement, and (2) none of the Administrative Agent, the Second Lien Administrative Agent or the Lead Investor has provided notice to the Borrower within three (3) Business Days after receipt of such calculations from the Borrower, specifying in such notice an apparent mistake in or omission from the Borrower’s calculations; provided that if the Administrative Agent, the Second Lien Administrative Agent or the Lead Investor provides such a notice objecting to the Borrower’s calculations, the Administrative Agent, the Lead Investor and the Borrower will consult diligently with each other to resolve such apparent mistake or omission, and the Borrower’s obligation to make such payments will be suspended (but for no longer than ten (10) Business Days) until they have together finalized such calculations. (b) Neither the Loan Parties nor any of their respective Subsidiaries shall ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Second Lien Agent or otherwise securing the Second Lien Debt or any Permitted Refinancing Debt on any of its assets if those same assets are not subject to, and do not become subject to, a Lien securing the Indebtedness pursuant to the Security Instruments. (c) No Loan Party shall permit any of its Subsidiaries to be a guarantor of the Second Lien Debt or any Permitted Refinancing Debt if such Subsidiary (i) is not a party to, and does not become a party to, the Guaranty and Collateral Agreement and (ii) has not taken such other actions required by Section 8.14(b). (d) No Loan Party shall amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Second Lien Credit Agreement, any other Second Lien Loan Document, any Permitted Refinancing Debt that is secured Debt or any Permitted Refinancing Documents related thereto, except in accordance with the terms of the Intercreditor Agreement. (e) In the case of Permitted Refinancing Debt that is unsecured Debt or any Permitted Refinancing Documents related thereto, no Loan Party shall amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such Permitted Refinancing Debt or any Permitted Refinancing Document related thereto if the effect thereof would be to shorten its maturity or average life or increase the amount of any payment of principal thereof or increase the rate or shorten any period for payment of interest thereon; provided that the foregoing shall not prohibit the execution of supplemental indentures to add guarantors if required by the terms of the Permitted Refinancing Documents to the extent that each such Person becomes a party to the Guaranty and Collateral Agreement and takes such other actions required by Section 8.14(b).” Section 2.25 Amendment to Section 10.01(d). Section 10.01(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Second Lien Debt. None of the Borrower nor any Subsidiary of the Borrower shall (a) No Loan Party shall callmake any optional, make mandatory or offer to makescheduled payments on account of principal (whether by redemption, purchase, retirement, defeasance, set off or caused to be calledotherwise), made or offeredinterest, any Redemption premiums and fees in respect of, or otherwise Redeem, of the Second Lien Debt or Permitted Refinancing Debt; provided that, except, (i) so long as no Default or Default, Event of Default exists immediately prior to Default, or Borrowing Base Deficiency shall have occurred before or after giving effect thereto: (i) , the Borrower may make regularly scheduled amortization cash payments as set forth in the Second Lien Credit Agreement as in effect of interest on the Eleventh Amendment Effective Date; (ii) prepayments of Second Lien Debt with the proceeds of Permitted Refinancing Debt; and (iii) prepayments of Second Lien Debt or Permitted Refinancing Debt (including any premiums and MOIC Amount (as defined in the Second Lien Credit Agreement)) with the net cash proceeds of any Transfer permitted by Section 9.12 (other than an Excluded Transfer (as defined in the Second Lien Credit Agreement)), any Liquidation of a Hedging Agreement permitted by Sections 8.18 and 9.19 or any Casualty Event or with the net cash proceeds from the sale or issuance of Equity Interests in the Borrower (other than Disqualified Capital Stock), in each case described in this subsection (iii) only to the extent that: (A) immediately after giving effect to such prepayment (including any such premiums and MOIC Amount) pursuant to this clause (iii), the Liquidity and Compliance Requirements will be satisfied: and (B) (1) the Borrower has provided (x) written notice by facsimile or email to the Administrative Agent not later than 12:00 noon, New York, New York time, four (4) Business Days before the date of any such prepayment, specifying the Borrower’s calculations of (i) the amount of such net cash proceeds required or desired to be prepaid under the Second Lien Credit Agreement, (ii) the amount of such net cash proceeds required to be prepaid under this Agreement (after giving effect to any Borrowing Base reduction required by Section 9.12 or Section 9.19 or otherwise as a result of such Transfer, Liquidation, Casualty Event, sale or issuance), and (iii) the amount of such net cash proceeds required to be retained by the Borrower and the pro forma financial covenant calculations required to be complied with by the Borrower in order to satisfy the Liquidity and Compliance Requirements, and certifying that such prepayment is permitted by Section 9.21(a), and (y) substantially similar written notice to the Second Lien Administrative Agent as required by the Second Credit Agreement, and (2) none of the Administrative Agent, the Second Lien Administrative Agent or the Lead Investor has provided notice to the Borrower within three (3) Business Days after receipt of such calculations from the Borrower, specifying in such notice an apparent mistake in or omission from the Borrower’s calculations; provided that if the Administrative Agent, the Second Lien Administrative Agent or the Lead Investor provides such a notice objecting to the Borrower’s calculations, the Administrative Agent, the Lead Investor and the Borrower will consult diligently with each other to resolve such apparent mistake or omission, and the Borrower’s obligation to make such payments will be suspended (but for no longer than ten (10) Business Days) until they have together finalized such calculations. (b) Neither the Loan Parties nor any of their respective Subsidiaries shall ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Second Lien Agent or otherwise securing the Second Lien Debt or any Permitted Refinancing Debt on any of its assets if those same assets are not subject to, due and do not become subject to, a Lien securing the Indebtedness pursuant to the Security Instruments. (c) No Loan Party shall permit any of its Subsidiaries to be a guarantor of the Second Lien Debt or any Permitted Refinancing Debt if such Subsidiary (i) is not a party to, and does not become a party to, the Guaranty and Collateral Agreement and (ii) has not taken such other actions required by Section 8.14(b). (d) No Loan Party shall amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of payable in accordance with the terms of the Second Lien Credit Agreement and other Second Lien Loan Documents, (ii) so long as no Default, Event of Default, or Borrowing Base Deficiency shall have occurred before or after giving effect thereto, the Borrower may repay principal on the Second Lien Debt with the net cash proceeds of Debt issued pursuant to Section 6.1(g) within 5 Business Days after receiving such proceeds, and (iii) so long as no Default, Event of Default, or Borrowing Base Deficiency shall have occurred before or after giving effect thereto, the Borrower may prepay the Second Lien Debt in full with the net cash proceeds of other Second Lien Debt permitted under Section 6.1(h), in connection with any refinancing permitted under the terms of the Intercreditor Agreement or (b) except as otherwise permitted by the terms of the Intercreditor Agreement, amend, supplement, refinance or otherwise modify the terms of the Second Lien Debt, the Second Lien Credit Agreement or any other Second Lien Loan Document, any Permitted Refinancing Debt that is secured Debt or any Permitted Refinancing Documents related thereto, except in accordance with the terms of the Intercreditor Agreement. (e) In the case of Permitted Refinancing Debt that is unsecured Debt or any Permitted Refinancing Documents related thereto, no Loan Party shall amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such Permitted Refinancing Debt or any Permitted Refinancing Document related thereto if the effect thereof would be to shorten its maturity or average life or increase the amount of any payment of principal thereof or increase the rate or shorten any period for payment of interest thereon; provided that the foregoing shall not prohibit the execution of supplemental indentures to add guarantors if required by the terms of the Permitted Refinancing Documents to the extent that each such Person becomes a party to the Guaranty and Collateral Agreement and takes such other actions required by Section 8.14(b).” Section 2.25 Amendment to Section 10.01(d). Section 10.01(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Second Lien Debt. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, (a) No Loan Party shall callmake any optional, make mandatory or offer to makescheduled payments on account of principal (whether by redemption, purchase, retirement, defeasance, set-off or caused to be calledotherwise), made or offeredinterest, any Redemption premiums and fees in respect of, or otherwise Redeem, of the Second Lien Debt or Permitted Refinancing (b) amend, supplement or otherwise modify the terms of the Second Lien Debt if such amendment, supplement or modification would violate the Intercreditor Agreement; provided that, (x) the Borrower may make scheduled payments of interest on the Second Lien Debt, except, so long as no Default or Event (y) the Borrower may make mandatory prepayments of Default exists immediately prior principal of Second Lien Debt required pursuant to or after giving effect thereto: (iSection 2.06(c) regularly scheduled amortization payments as set forth in of the Second Lien Credit Agreement as in effect on the Eleventh Amendment No. 11 Effective Date (along with any payments in connection therewith required pursuant to Section 2.06(d) of the Second Lien Credit Agreement as in effect on the Amendment No. 11 Effective Date; ) so long as (i) no Default has occurred and is continuing or would result therefrom and (ii) prepayments prior to making such payment, the Borrower has made the payments required pursuant to Section 2.05(b)(iii) and Section 2.06(b), and (z) the Borrower may make any optional or scheduled payments of principal of Second Lien Debt (along with the proceeds any payments in connection therewith required pursuant to Section 2.06(d) of Permitted Refinancing Debt; and (iii) prepayments of Second Lien Debt or Permitted Refinancing Debt (including any premiums and MOIC Amount (as defined in the Second Lien Credit Agreement)Agreement as in effect on the Amendment No. 11 Effective Date) with the net cash proceeds of any Transfer permitted by Section 9.12 (other than an Excluded Transfer (so long as defined in the Second Lien Credit Agreement)), any Liquidation of a Hedging Agreement permitted by Sections 8.18 and 9.19 or any Casualty Event or with the net cash proceeds from the sale or issuance of Equity Interests in the Borrower (other than Disqualified Capital Stock), in each case described in this subsection (iii) only to the extent that: (A) immediately after giving effect to such prepayment (including any such premiums and MOIC Amount) pursuant to this clause (iii), the Liquidity and Compliance Requirements will be satisfied: and (B) (1) the Borrower has provided (x) written notice by facsimile or email to the Administrative Agent not later than 12:00 noon, New York, New York time, four (4) Business Days before the date of any such prepayment, specifying the Borrower’s calculations of (i) the amount of such net cash proceeds required no Default has occurred and is continuing or desired to be prepaid under the Second Lien Credit Agreementwould therefrom, (ii) the amount of such net cash proceeds required to be prepaid under this Agreement (before and after giving effect to any Borrowing Base reduction required by Section 9.12 or Section 9.19 or otherwise as a result of such Transferthereto, Liquidationthe Borrower is in pro forma compliance with Sections 6.17, Casualty Event6.18, sale or issuance)and 6.19, and (iii) the amount of such net cash proceeds required before and after giving effect thereto, Availability is equal to be retained by the Borrower and the pro forma financial covenant calculations required to be complied with by the Borrower in order to satisfy the Liquidity and Compliance Requirements, and certifying that such prepayment is permitted by Section 9.21(a), and (y) substantially similar written notice to the Second Lien Administrative Agent as required by the Second Credit Agreement, and (2) none or greater than 20% of the Administrative Agent, the Second Lien Administrative Agent or the Lead Investor has provided notice to the Borrower within three (3) Business Days after receipt of such calculations from the Borrower, specifying Borrowing Base then in such notice an apparent mistake in or omission from the Borrower’s calculations; provided that if the Administrative Agent, the Second Lien Administrative Agent or the Lead Investor provides such a notice objecting to the Borrower’s calculations, the Administrative Agent, the Lead Investor and the Borrower will consult diligently with each other to resolve such apparent mistake or omission, and the Borrower’s obligation to make such payments will be suspended (but for no longer than ten (10) Business Days) until they have together finalized such calculationseffect. (b) Neither the Loan Parties nor any of their respective Subsidiaries shall ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Second Lien Agent or otherwise securing the Second Lien Debt or any Permitted Refinancing Debt on any of its assets if those same assets are not subject to, and do not become subject to, a Lien securing the Indebtedness pursuant to the Security Instruments. (c) No Loan Party shall permit any of its Subsidiaries to be a guarantor of the Second Lien Debt or any Permitted Refinancing Debt if such Subsidiary (i) is not a party to, and does not become a party to, the Guaranty and Collateral Agreement and (ii) has not taken such other actions required by Section 8.14(b). (d) No Loan Party shall amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Second Lien Credit Agreement, any other Second Lien Loan Document, any Permitted Refinancing Debt that is secured Debt or any Permitted Refinancing Documents related thereto, except in accordance with the terms of the Intercreditor Agreement. (e) In the case of Permitted Refinancing Debt that is unsecured Debt or any Permitted Refinancing Documents related thereto, no Loan Party shall amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such Permitted Refinancing Debt or any Permitted Refinancing Document related thereto if the effect thereof would be to shorten its maturity or average life or increase the amount of any payment of principal thereof or increase the rate or shorten any period for payment of interest thereon; provided that the foregoing shall not prohibit the execution of supplemental indentures to add guarantors if required by the terms of the Permitted Refinancing Documents to the extent that each such Person becomes a party to the Guaranty and Collateral Agreement and takes such other actions required by Section 8.14(b).” Section 2.25 Amendment to Section 10.01(d). Section 10.01(d) of the Credit Agreement is hereby amended and restated in its entirety as follows: