Common use of Second Lien Indenture Clause in Contracts

Second Lien Indenture. (a) To the extent, but only to the extent, permitted by the provisions of the First Lien Loan Documents and the Second Lien Documents and Section 5.3, the Company may incur (or issue and sell), secure and guarantee the Initial Second Lien Obligations. The Initial Second Lien Obligations may be secured by a junior-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents if and subject to the condition, the Initial Second Lien Collateral Agent becomes a party to this Agreement by satisfying the conditions set forth in clauses (1) and (2) of Section 8.20(b). Upon the Initial Second Lien Collateral Agent so becoming a party hereto in accordance with the terms thereof, all Initial Second Lien Obligations shall be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for the Initial Second Lien Collateral Agent to become a party to this Agreement: (1) the Initial Second Lien Collateral Agent shall have executed and delivered to each other then-existing Collateral Agent a Joinder Agreement substantially in the form of Exhibit B hereto (with such changes as may be reasonably approved by the then-existing Collateral Agents and the Initial Second Lien Collateral Agent ) pursuant to which the Initial Second Lien Collateral Agent becomes a Collateral Agent hereunder and the Initial Second Lien Claimholders become subject hereto and bound hereby; and (2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the form of Exhibit C hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated as Initial Second Lien Obligations and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the Initial Second Lien Collateral Agent, (C) certify that such Additional Second Lien Debt is permitted to be incurred, secured and guaranteed by each First Lien Loan Document and Second Lien Document and that the conditions set forth in this Section 8.20 are satisfied with respect to such Additional Second Lien Debt and (D) attach to such Designation true and complete copies of each of the Initial Second Lien Note Documents, as applicable, relating to such Additional Second Lien Debt, certified as being true and correct by a Responsible Officer of the Company. (c) The Initial Second Lien Note Documents shall provide that each of the Initial Second Lien Claimholders with respect to such Initial Second Lien Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Initial Second Lien Obligations. (d) Upon the execution and delivery of a Joinder Agreement by Initial Second Lien Collateral Agent in accordance with this Section 8.20, each Collateral Agent shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to Initial Second Lien Collateral Agent; provided that the failure of any Collateral Agent to so acknowledge or return the same shall not affect the status of such Initial Second Lien Obligations, if the other requirements of this Section 8.20 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Initial Second Lien Note Documents, the requirements of Section 8.20(b) shall not be applicable and such Indebtedness shall automatically constitute Initial Second Lien Obligations so long as (i) such Indebtedness is permitted to be incurred, secured and guaranteed by each First Lien Loan Document and Second Lien Document and (ii) the provisions of Section 8.20(b)(2) have been complied with; provided, further, however, that with respect to any such Indebtedness incurred, issued or sold pursuant to the terms of any Initial Second Lien Note Documents, the requirements of clause (i) of this Section 8.20(e) shall be tested only as of (x) the date of execution of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement and (y) with respect to any later commitment or amendment to those terms to permit such Indebtedness, as of the date of such commitment and/or amendment.

Second Lien Indenture. Subject to the Intercreditor Agreement, the Company shall not amend, and shall not consent to any amendment or other modification of, the Permitted Second Lien Debt Documents (a) To the extentany such amendment or modification, but only to excluding for the extentavoidance of doubt any refinancing or replacement of Permitted Second Lien Debt with Permitted Second Lien Debt, permitted by a “Second Lien Amendment”) if: (i) the provisions effect thereof would be to: (A) shorten the maturity of the First Permitted Second Lien Loan Documents Debt, or (B) shorten the average life or increase the amount of any payment of principal thereof, or (C) increase the rate of interest to greater than eleven and three-quarter percent (11.75%) per annum (it being agreed and understood that any default rate interest of up to 200 bps per annum shall be permitted and shall not be subject to such cap), or (D) add call or prepayment premiums in excess of three percent (3.0%) of the principal amount of Permitted Second Lien Debt, or (E) shorten any period for payment of interest thereon or increase the amortization payments provided for under the Second Lien Documents and Section 5.3Indenture, or (F) require the Company may incur (or issue and sell), secure and guarantee payment to holders of the Initial Permitted Second Lien Obligations. The Initial Debt of any fees that are not Specified Second Lien Obligations may be secured by a junior-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents if and subject to the condition, the Initial Second Lien Collateral Agent becomes a party to this Agreement by satisfying the conditions set forth in clauses (1) and (2) of Section 8.20(b). Upon the Initial Second Lien Collateral Agent so becoming a party hereto in accordance with the terms thereof, all Initial Second Lien Obligations shall be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for the Initial Second Lien Collateral Agent to become a party to this Agreement: (1) the Initial Second Lien Collateral Agent shall have executed and delivered to each other then-existing Collateral Agent a Joinder Agreement substantially in the form of Exhibit B hereto (with such changes as may be reasonably approved by the then-existing Collateral Agents and the Initial Second Lien Collateral Agent ) pursuant to which the Initial Second Lien Collateral Agent becomes a Collateral Agent hereunder and the Initial Second Lien Claimholders become subject hereto and bound hereby; and (2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the form of Exhibit C hereto, pursuant to which Fees without prior notice from a Responsible Officer of the Company shall to the Administrative Agent setting forth (A1) identify the Indebtedness to be designated as Initial language of such Second Lien Obligations and Amendment, (2) the initial aggregate principal amount of such Indebtednessincremental fees, (B3) specify the name computation in reasonable detail of any Reciprocal Fee Payments payable hereunder in connection therewith and address of (4) a statement by the Initial Company that such Reciprocal Fee Payments (if any) will be paid in accordance with this Agreement, or (ii) such Second Lien Collateral Agent, (C) certify that such Additional Amendment adds additional Property as collateral to secure the Permitted Second Lien Debt is permitted to be incurredunless the Company complies with Section 4.02(b), secured and guaranteed by each First Lien Loan Document and or (iii) such Second Lien Document and Amendment adds any covenants or defaults (or modifies any existing covenant or default in a manner that the conditions set forth in this Section 8.20 are satisfied with respect would be more restrictive to such Additional Second Lien Debt and (Dany Loan Party) attach to such Designation true and complete copies of each of the Initial Second Lien Note Documents, as applicable, relating to such Additional Second Lien Debt, certified as being true and correct by without at least 3 Business Days prior notice from a Responsible Officer of the Company. Company to the Administrative Agent setting forth (cA) The Initial the text of the proposed Second Lien Note Documents shall provide that each Amendment, (B) a statement by the Company that, pending execution of an amendment to this Agreement to reflect such Second Lien Amendment, a breach of the Initial relevant covenants or defaults reflected in such Second Lien Claimholders with respect to such Initial Second Lien Obligations will be subject to and bound by the provisions Amendment would constitute an Event of Default under this Agreement in its capacity as a holder of such Initial Second Lien Obligations. (d) Upon the execution and delivery of a Joinder Agreement by Initial Second Lien Collateral Agent in accordance with this Section 8.20, each Collateral Agent shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to Initial Second Lien Collateral Agent; provided that the failure of any Collateral Agent to so acknowledge or return the same shall not affect the status of such Initial Second Lien Obligations, if the other requirements of this Section 8.20 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Initial Second Lien Note Documents, the requirements of Section 8.20(b) shall not be applicable and such Indebtedness shall automatically constitute Initial Second Lien Obligations so long as (i) such Indebtedness is permitted to be incurred, secured and guaranteed by each First Lien Loan Document and Second Lien Document and (ii) the provisions of Section 8.20(b)(2) have been complied with; provided, further, however, that with respect to any such Indebtedness incurred, issued or sold pursuant to the terms of any Initial Second Lien Note Documents, the requirements of clause (i) of this Section 8.20(e) shall be tested only as of (x) the date of execution of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement and (yC) with respect to any later commitment or amendment to those terms to permit such Indebtedness, as of a statement by the date of such commitment and/or amendment.Company confirming its obligations under this Section 8.19