Common use of Second Priority Documents and First Priority Documents Clause in Contracts

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral, (ii) any such amendment, waiver or consent that is prejudicial to the interests of the Second Priority Secured Parties to a greater extent than the First Priority Secured Parties shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time anytime execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party The First Priority Obligations may be amended, waived, increased, extended, renewed, replaced, refinanced or secured with additional collateral (provided that both the First Priority Liens and the Second Priority Liens shall attach to such additional collateral) without affecting the lien priorities of the First Priority Liens and the Second Priority Liens, subject to the covenants in the First Priority Documents and the Second Priority Documents; provided that no such amendment, waiver, increase, extension, renewal, replacement or refinancing shall increase the principal amount of the First Priority Obligations to an amount in excess of the Maximum First Priority Obligations Amount. (c) Until the First Priority Obligations Payment Date has occurred, and notwithstanding anything to the contrary contained in the Second Priority Documents, the Second Priority Secured Parties shall not, without the prior written consent of the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification agree to any amendment, restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the Second Priority Documents to (i) shorten the maturity of the Second Priority Obligations to be sooner than 91 days following the scheduled maturity date of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In Obligations under the event the Existing First Priority Representative enters into Agreement or (ii) impose any amendment, waiver or consent amortization payments of principal in respect of the Second Priority Obligations and/or add any additional mandatory principal prepayments (or offers to prepay) the Second Priority Obligations, in each case, prior to the scheduled maturity date of the First Priority Security Documents for Obligations under the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Existing First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral, (ii) any such amendment, waiver or consent that is prejudicial to the interests of the Second Priority Secured Parties to a greater extent than the First Priority Secured Parties shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereofAgreement.

Second Priority Documents and First Priority Documents. (a) Each Loan Party Borrower and the Second Priority Representative, on behalf of itself Grantor and the Second Priority Secured Parties, agrees Parties agree that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party Borrower and the First Priority Representative, on behalf of itself Grantor and the First Priority Secured Parties, agrees Parties agree that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters Collateral Agents enter into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document (solely to the extent applicable to any Grantor and Common Collateral) without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (i) no such amendments, modifications or waivers shall provide for the security of any additional extensions of credit or add additional secured creditors in violation of the express provisions of the Second Priority Agreements, (ii) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations4.2, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral, (iiiii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the written consent of the Second Priority Representative Collateral Agent and (iiiiv) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 15 days after its effectiveness), ; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement or that is otherwise in violation of Section 8.12 of the First Priority Agreement. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver waiver, consent or consent forbearance in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, or from forbearing from the exercise of remedies under any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver waiver, consent or consent forbearance shall apply automatically to any comparable provision of the Comparable Second Priority Lien Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers waivers, modifications and modifications forbearances subject to the terms hereof), ; provided that (iother than with respect to amendments, waivers, consents or forbearances that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (A) no such amendment, waiver waiver, consent or consent forbearance shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations4.2, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral, (ii) any such amendment, waiver waiver, consent or consent forbearance that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iiiC) notice of such amendment, waiver or consent shall be given by the Borrower to the Second Priority Representative promptly (but in no event later than 10 30 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party The First Priority Obligations may be amended, waived, increased, extended, renewed, replaced, refinanced or secured with additional collateral (provided that both the First Priority Liens and the Second Priority Liens shall attach to such additional collateral) without affecting the lien priorities of the First Priority Liens and the Second Priority Liens, subject to the covenants in the First Priority Documents and the Second Priority Documents; provided that no such amendment, waiver, increase, extension, renewal, replacement or refinancing shall increase the principal amount of the First Priority Obligations to an amount in excess of the Maximum First Priority Obligations Amount. (c) Until the First Priority Obligations Payment Date has occurred, and notwithstanding anything to the contrary contained in the Second Priority Documents, the Second Priority Secured Parties shall not, without the prior written consent of the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification agree to any amendment, restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the Second Priority Documents to (i) shorten the maturity of the Second Priority Obligations to be sooner than 91 days following the scheduled maturity date of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In Obligations under the event the Existing First Priority Representative enters into Agreement or (ii) impose any amendment, waiver or consent amortization payments of principal in respect of the Second Priority Obligations and/or add any additional mandatory principal prepayments (or offers to prepay) the Second Priority Obligations, in each case, prior to the scheduled maturity date of the First Priority Security Documents for Obligations under the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Existing First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral, (ii) any such amendment, waiver or consent that is prejudicial to the interests of the Second Priority Secured Parties to a greater extent than the First Priority Secured Parties shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereofAgreement.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with which would increase amounts payable thereunder, accelerate the time for payment of amounts due thereunder or otherwise materially increase the obligations of any Loan Party thereunder or disadvantage the First Priority Secured Parties, except amendments that affect only payments due or potentially due more than six months after the Senior Maturity Date then in violation of this Agreementeffect. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with which would increase the principal amount of First Priority Obligations incurred or in violation of this Agreementto be incurred thereunder to an amount exceeding the Senior Debt Limit. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Lien Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (iother than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (A) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligationshereof, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iiiC) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 30 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each party hereto hereby acknowledges that each of the Second Priority Documents may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, in each case, without notice to or the consent of the First Priority Representative or any of the other First Priority Secured Parties; provided, however, that each US Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each party hereto hereby acknowledges that each of the First Priority Documents may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, in each case, without notice to or the consent of the Second Priority Representative or any of the other Second Priority Secured Parties; provided, however, that each US Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that (x) it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this AgreementAgreement and (y) it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents to add or change any covenants, defaults or events of default under any of the First Priority Documents that would expressly restrict payments in respect of the Second Priority Obligations when due. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative, (iii) no such amendment, waiver or consent with respect to any provision applicable to the Second Priority Representative under the Second Priority Documents, or otherwise affecting the rights or duties of the Second Priority Representative in its role as Second Priority Representative, shall be made without the prior written consent of such Second Priority Representative, and (iiiiv) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 30 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof. (d) The Second Priority Agent shall enter into any amendments to or restatements or replacements of this Agreement that may be necessary in connection with the incurrence of Additional First Priority Debt or replacement of existing First Priority Obligations permitted under this Agreement and the Second Priority Agreement; provided that the terms of such amended, restated or replaced intercreditor agreement shall be no less favorable to the holders of the Second Priority Obligations than this Agreement as in effect on the date hereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party Grantor and the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party Grantor and the First Priority Representative, on behalf of itself and the other First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (no such amendments, modifications, refinancings or waivers shall provide for the security of any additional extensions of credit or add additional secured creditors in violation of the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 15 days after its effectiveness), ; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the other First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing releasing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided or change the type of assets that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the constitute Collateral under any Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common CollateralSecurity Documents, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than or affects the First Priority Secured Parties in a different manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 5 days after its effectiveness), ; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or that would (i) be in violation of this AgreementAgreement or (ii) without the consent of the First Priority Representative, cause the terms and conditions of the Second Priority Documents to be materially more restrictive than such terms and conditions without giving effect to such amendment or modification. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed4.2(a), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 30 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party Grantor and the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party Grantor and the First Priority Representative, on behalf of itself and the other First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 15 days after its effectiveness), ; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security DocumentDocument or waiving the covenant of the Company in the Existing First Priority Agreement or any Second Priority Agreement to cause United Test and Assembly Center Ltd. to guarantee the First Priority Obligations and Second Priority Obligations, except to the extent that a release of such Lien or waiver of such guarantee requirement is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 30 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 30 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time (i) execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement or (ii) execute or deliver any amendment or other modification to any of the Second Priority Documents without the written consent of the First Priority Representative if such amendment would: (A) increase the aggregate principal amount of loans, letters of credit, bankers acceptances or other similar extension of credit under the Second Priority Documents or commitments therefor so that the aggregate principal amount of such loans, letters of credit, bankers acceptances, similar extensions of credit and commitments is in excess of $150,000,000 less (a) the amount of all repayments and prepayments of principal applied to any term loans constituting Second Priority Obligations and (b) the amount of all repayments and prepayments of any revolving loans or reimbursement of drawings under letters of credit constituting Second Priority Obligations, to the extent accompanied by a permanent reduction of commitments under the applicable revolving credit facility or letter of credit commitment amount (excluding reductions in sub-facility commitments not accompanied by a corresponding permanent reduction in the revolving facility or letter of credit commitment amount); (B) modify the method of computing interest or increase the interest rate (including by any increase in the “applicable margin” or similar component of the interest rate) or yield provisions applicable to the Second Priority Obligations or any letter of credit fee, commitment fee, facility fee, utilization fee, or similar fee (excluding increases resulting from (I) increases in the underlying reference rate not caused by any amendment, supplement, or modification of the Second Priority Documents, (II) accrual of interest at the default rate as set forth in the Second Priority Documents on the date hereof or (III) the operation of Section 6(b)(i)(x) hereof); (C) change any covenants, defaults or events of default (including the addition of defaults or events of default not contained in the Second Priority Documents as of the date hereof) in any manner that makes them more restrictive, in any material respect, as to any Loan Party except to make conforming changes to match changes made to the First Priority Documents so as to preserve, in connection with any amendments to the First Priority Documents, on substantially similar economic terms, the differential (if any) that exists on the date hereof between such covenants, defaults or events of default in the First Priority Documents and such covenants, defaults or events of default Second Priority Documents; (D) change to earlier dates any dates upon which payment of principal or interest are due thereon or otherwise alter any provisions that decrease the weighted average life to maturity; (E) change the prepayment, redemption or defeasance provisions thereof if the effect of such change is to require any new payment or accelerate the payment date of any existing payment obligation; (F) would permit the assignment of, or sale of any participations in, any Second Priority Obligations to any Loan Party or any Affiliate or Subsidiary of any Loan Party (other than any Liberty Party (as defined under the Existing Second Priority Agreement); or (G) change or amend any other term of the Second Priority Documents if such change or amendment would result in a default under the First Priority Documents, increase the obligations of any Loan Party or be adverse to the First Priority Secured Parties. It will also be deemed a violation of this Section 6(a) if any Second Priority Secured Party, Loan Party, or Affiliate of any Loan Party takes an action that would be prohibited under the Second Lien Documents without execution of one or more of the foregoing restricted amendments. (b) Each Loan Party and the First Priority Credit Agreement Representative, on behalf of itself and the First Priority Secured PartiesCredit Agreement Lenders, agrees that it shall not at any time prior to the existence of an Insolvency Proceeding (i) execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this AgreementAgreement or (ii) execute or deliver any amendment or other modification to any of the First Priority Documents which would increase (x) the rate of interest (excluding increases resulting from the accrual of interest at the default rate) by more than three percent (3%) per annum (provided that if any amendment to the Credit Agreement increasing the rate of interest by three percent (3%) per annum or less is effected, then the rate of interest in the Existing Second Priority Agreement shall automatically be increased by an equal amount) or (y) the aggregate principal amount of loans, letters of credit, bankers acceptances or similar extensions of credit under the First Priority Documents or commitments therefor so that the aggregate principal amount of such loans, letters of credit, bankers acceptances, similar extensions of credit and commitments is in excess of the First Priority Cap without the written consent of the Second Priority Representative. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that, provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien the Liens securing the First Priority Obligations, (B) permitting other Liens on the Collateral not permitted under the terms of the Second Priority Documents or Section 5 or (C) imposing additional any duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateralconsent, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 days Business Days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the other First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 15 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees agree that it they shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees Creditors agree that it they shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters Creditors enter into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications consents subject to the terms hereof), provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral, (ii) any such amendment, waiver or consent Collateral other than Liens that is prejudicial to the interests of the Second Priority Secured Parties to a greater extent than the First Priority Secured Parties shall not apply are subordinate to the Second Priority Security Documents without the consent of the Second Priority Representative Liens, and (iiiii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent (other than the Second Priority Representative) and does not affect the First Priority Secured Parties in a like or similar manner, or that imposes any additional material obligation or any additional liability upon the Second Priority Representative, shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative (including the Collateral Agent under the Second Priority Security Documents) and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 30 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party Grantor and the Second Second-Priority Representative, on behalf of itself and the Second other Second-Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Second-Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party Grantor and the First First-Priority Representative, on behalf of itself and the First other First-Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First First-Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First First-Priority Representative enters into any amendment, waiver or consent in respect of any of the First First-Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First First-Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Second-Priority Security Document without the consent of or action by any Second Second-Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof), ; provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second-Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of any Second Second-Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver or consent that is prejudicial to materially and adversely affects the interests rights of the Second Second-Priority Secured Parties to a greater extent than and does not affect the First First-Priority Secured Parties in a like or similar manner shall not apply to the Second Second-Priority Security Documents without the consent of the Second Second-Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Second-Priority Representative promptly (but in no event later than 10 15 days after its effectiveness), ; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Second Priority Documents and First Priority Documents. (a) Each Loan Party of Par Piceance, PPC and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents (i) the effect of which is to shorten the maturity date of the Second Priority Obligations to a date that is prior to August 31, 2016, or (ii) that is otherwise inconsistent with or in violation of this Agreement. Any attempt to enter into any amendment or modification in violation of the previous sentence shall be void ab inito. (b) Each Loan Party of Par Piceance and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the First Priority Representative enters into any amendment, waiver waiver, or consent in respect of any of the First Priority Security Documents Parent Pledge Agreement for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document the Parent Pledge Agreement or changing in any manner the rights of any parties thereunder, then such amendment, waiver waiver, or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document Documents without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that, provided that (i) no such amendment, waiver waiver, or consent shall have the effect of (A) removing assets subject to the Lien of any Comparable Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2 and provided that there is a corresponding release of such Lien securing the First Priority Obligations, (B) imposing additional duties on the Second Priority Representative without its consent (such consent not to be unreasonably withheld or delayed), or (C) permitting any additional obligations (other than (x) additional indebtedness permitted to be incurred under the First Priority Agreement in an aggregate principal amount not to exceed the limit set forth in the last sentence of the definition thereof and (y) any other obligations contemplated by Article 5 hereof) to be secured by a Lien on the Common Collateral4.2, (ii) any such amendment, waiver waiver, or consent that is prejudicial to materially and adversely affects the interests rights of the Second Priority Secured Parties to a greater extent than and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Comparable Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver waiver, or consent shall be given to the Second Priority Representative promptly (but in no event later than 10 30 days after its effectiveness), provided that the failure to give such notice shall not affect the effectiveness and validity thereof.