Common use of Second Lien Indebtedness Clause in Contracts

Second Lien Indebtedness. All Second Lien Indebtedness at any time incurred by any Obligor shall be deemed to have been incurred, and all Second Lien Indebtedness held by any Second Lien Lender or other holder of Second 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, First Lien Agent hereby waives (i) notice of acceptance, or proof of reliance, by Second Lien Agent, the Second Lien Lenders or any other holder of Second 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 Second Lien Indebtedness. Nothing contained in this Agreement shall preclude Second Lien Agent, Second Lien Lenders or any holder of Second Lien Indebtedness from discontinuing the extension of credit to any Obligor (whether under the Second Lien Credit Agreement or otherwise). First Lien Agent, on behalf of itself and the First Lien Lenders, hereby agrees that Second Lien Agent shall have the right, at any time and from time to time, in its sole discretion without the consent of or notice to First Lien Agent or any First 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 First Lien Agent or any First Lien Lender to amend, waive, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify (collectively, any “Second Lien Modification”) the Second Lien Loan Documents, in any manner whatsoever, including any renewals or extensions of time of payments and First Lien Agent, on behalf of itself and the First Lien Lenders, consents and agrees to any such Second Lien Modification; provided that Second Lien Agent and the Second Lien Lenders shall obtain the prior written consent of First Lien Agent to any Second Lien Modification that: (i) requires that any payment be made earlier than the date originally scheduled for such payment or changes (including a waiver of) the amount of any mandatory principal prepayment, including any Second Lien Modifications in respect of Section 2.07 of the Second Lien Credit Agreement, provided, that Second Lien Agent may make modifications to Section 2.07 of the Second Lien Credit Agreement that are immaterial and have no adverse effect on the Obligors, First Lien Agent or any First Lien Lender, (ii) increases the applicable cash interest rate margin or yield with respect to any category of the Second 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 Second Lien Indebtedness (excluding the imposition of the default rate of interest in effect under the Original Second 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 First Lien Loan Documents or incurring Indebtedness under the First Lien Loan Documents which payments or Indebtedness would be permitted under the Second Lien Documents as in effect on the date hereof or changes the priority in the application of any payments to First Lien Lenders, (iv) changes to an earlier date the Maturity Date (as defined in the Original Second Lien Credit Agreement) or (v) has the effect of contravening this Agreement. The foregoing notwithstanding, Second Lien Agent and the Second Lien Lenders may increase the principal amount of the Second Lien Indebtedness, without obtaining the consent of First Lien Agent or any First Lien Lender, in accordance with the terms of the Original First Lien Credit Agreement (subject to the restrictions set forth herein). Other than the Second Lien Modifications set forth in the initial proviso to this Section 4.b., First Lien Agent waives notice of any such Second Lien Modification, and agrees that no such Second Lien Modification shall affect, release, or impair any of the obligations of First Lien Agent contained herein.

Second Lien Indebtedness. All of the Second Lien Indebtedness at any time incurred by any Obligor shall be deemed to have been incurred, and all of the Second Lien Indebtedness held by any Second Lien Lender or other holder of the Second 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 First Lien Agent hereby waives (i) notice of acceptance, or proof of reliance, by the Second Lien Agent, the Second Lien Lenders or any other holder of the Second 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 Second Lien Indebtedness. Nothing contained in this Agreement shall preclude the Second Lien Agent, the Second Lien Lenders or any holder of the Second Lien Indebtedness from discontinuing the extension of credit to any Obligor (whether under the Second Lien Credit Agreement or otherwise). The First Lien Agent, on behalf of itself and the First Lien Lenders, hereby agrees that the Second Lien 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 First Lien Agent or any First 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 First Lien Agent or any First Lien Lender Lender, to amend, waive, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify the Second Lien Loan Documents (collectively, any “Second Lien Modification”) the Second Lien Loan Documents), in any manner whatsoever, including any renewals renewals, extensions or extensions shortening of time of payments (even if such shortening causes any of the Second Lien Indebtedness to be due on demand or otherwise) and the First Lien Agent, on behalf of itself and the First Lien Lenders, consents and agrees to any such Second Lien Modification; provided that the Second Lien Agent and the Second Lien Lenders shall obtain the prior written consent of First Lien Agent to any Second Lien Modification that: (i) requires that any payment be made earlier than the date originally scheduled for such payment or changes (including a waiver of) the amount of any mandatory principal prepayment, including any Second Lien Modifications in respect of Section 2.07 2.05 of the Second Lien Credit Agreement, provided, provided that the Second Lien Agent may make modifications to Section 2.07 2.05 of the Second Lien Credit Agreement that are immaterial and have no adverse effect on the Obligors, the First Lien Agent or any First Lien Lender, (ii) increases the applicable cash interest rate margin or yield with respect to any category of the Second Lien Indebtedness in the aggregate by greater than 2 3 percentage points calculated at the time of such increase on an average per annum basis for the remaining term of such Second Lien Indebtedness (excluding the imposition of the default rate of interest in effect under the Original Second 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 First Lien Loan Documents or incurring Indebtedness under the First Lien Loan Documents which payments or Indebtedness would be permitted under the Second Lien Loan Documents as in effect on the date hereof or changes the priority in the application of any payments to the First Lien Lenders, (iv) changes to an earlier date 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 Second Lien Agent and the Second Lien Lenders may increase the principal amount of the Second Lien Indebtedness, without obtaining the consent of the First Lien Agent or any First Lien Lender, in accordance with the terms of the Original First Lien Credit Agreement (subject to the restrictions set forth hereinherein and therein). Other than the Second Lien Modifications set forth in the initial proviso to this Section 4.b., the First Lien Agent waives notice of any such Second Lien Modification, and agrees that no such Second Lien Modification shall affect, release, or impair any of the obligations of the First Lien Agent contained herein.