Common use of Amendments; Refinancings Clause in Contracts

Amendments; Refinancings. (a) The ABL Documents may be amended, supplemented, waived or otherwise modified in accordance with their terms and the ABL Debt may be Refinanced, in each case without notice to, or the consent of, the Term Loan Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to Term Loan Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, waiver or Refinancing shall not, without the prior written consent of Term Loan Agent (which it shall be authorized to consent to based upon an affirmative vote of the Term Loan Claimholders holding no more than a majority of the debt under the Term Loan Agreement): (i) contravene the provisions of this Agreement; (ii) increase the “Applicable Margin” or similar component of the interest rate (including any “floor”) by more than 3.00 percentage points per annum (excluding increases resulting from (A) increases in the underlying reference rate not caused by an amendment, supplement, modification or Refinancing of the ABL Credit Agreement, (B) the application of the pricing grid set forth in the ABL Credit Agreement as in effect on the date hereof, or (C) the accrual of interest at the default rate set forth in the ABL Credit Agreement as in effect on the date hereof); (iii) change to earlier dates any dates upon which payments of principal or interest are due thereon or extend the scheduled final maturity date of the ABL Debt beyond the scheduled maturity date of the Term Debt set forth in the Term Loan Documents; (iv) modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the ABL Credit Agreement or any ABL Document in a manner that makes them more restrictive to Grantors than as in effect on the date hereof (other than such modifications that permit payments to permanently reduce the Term Loan Debt or with respect to a Disposition of ABL Priority Collateral after an ABL Default); or (v) change any covenants, defaults, or events of default under the ABL Credit Agreement or any other ABL Document (including the addition of covenants, defaults, or events of default not contained in the ABL Credit Agreement or other ABL Documents as in effect on the date hereof) to restrict any Grantor from making payments of the Term Loan Debt that would otherwise be permitted under the ABL Documents as in effect on the date hereof. (b) The Term Loan Documents may be amended, supplemented, waives or otherwise modified in accordance with their terms and the Term Loan Debt may be Refinanced, in each case without notice to, or the consent of, any of the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to ABL Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or waiver or Refinancing shall not, without the prior written consent of ABL Agent (which it shall be authorized to consent to based upon an affirmative vote of the ABL Claimholders holding no more than a majority of the ABL Debt): (i) contravene the provisions of this Agreement; (ii) increase the “Applicable Margin” or similar component of the cash pay portion of any interest rate by more than 3.00 percentage points per annum (excluding increases resulting from (A) increases in the underlying reference rate not caused by an amendment, supplement, modification or Refinancing of the Term Loan Agreement, (B) the application of the pricing grid set forth in the Term Loan Agreement as in effect on the date hereof, or (C) the accrual of interest at the default rate set forth in the Term Loan Credit Agreement as in effect on the date hereof); (iii) change to earlier dates any dates upon which payments of principal or interest are due thereon or shorten the final maturity date of the Term Debt to be due within six (6) months of the scheduled maturity date of the ABL Debt; (iv) change any covenants, defaults, or events of default under the Term Loan Agreement or any other Term Loan Document (including the addition of covenants, defaults, or events of default not contained in the Term Loan Agreement or other Term Loan Documents as in effect on the date hereof) to restrict any Grantor from making payments of the ABL Debt that would otherwise be permitted under the Term Loan Documents as in effect on the date hereof; or (v) modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the Term Loan Agreement or any Term Loan Document in a manner that makes them more restrictive to Grantors (other than such modifications that permit payments to permanently reduce the ABL Debt or with respect to a Disposition of Term Loan Priority Collateral after a Term Loan Default has occurred and is continuing).

Amendments; Refinancings. (a) The ABL Documents may be amendedSubject to the limitations, supplementedif any, waived or otherwise modified set forth in accordance with their terms and the ABL Debt may be Refinancedthis Agreement, in each case without notice the event the First Lien Agent or the other First Lien Claimholders enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such document or changing in any manner the rights of the First Lien Agent, the other First Lien Claimholders, Borrower or any other Guarantor, then such amendment, waiver or consent will apply automatically to any comparable provision of the Second Lien Collateral Documents without the consent of, of the Term Loan Claimholders, all Second Lien Claimholders and without affecting any action by any of the lien subordination or other provisions of this Agreementforegoing; provided, that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to Term Loan Agent) except to the terms of this Agreement; extent as may be expressly provided furtherotherwise hereunder, that any no such amendment, supplement, modification, waiver or Refinancing shall not, without the prior written consent of Term Loan Agent (which it shall be authorized to consent to based upon an affirmative vote of the Term Loan Claimholders holding no more than a majority of the debt under the Term Loan Agreement): (i) contravene the provisions of this Agreement; (ii) increase the “Applicable Margin” or similar component of the interest rate (including any “floor”) by more than 3.00 percentage points per annum (excluding increases resulting from amendment will (A) increases in the underlying reference rate not caused by an amendment, supplement, modification remove or Refinancing release any Collateral subject to a Lien of the ABL Credit AgreementSecond Lien Trustee other than to the extent that (x) such release is permitted or required under Section 5.1 or Section 6 and (y) there is a corresponding release of Collateral from the Lien of the First Lien Agent, (B) materially and adversely affect the application rights of the pricing grid set forth Second Lien Claimholders without the consent of the Second Lien Trustee (which consent shall be given upon the direction of the Second Lien Claimholders in accordance with the ABL Credit Agreement as Second Lien Indenture), unless it also affects the First Lien Claimholders in effect on the date hereofa like or similar manner, or (C) the accrual of interest at the default rate set forth in the ABL Credit Agreement as in effect impose duties on the date hereof); (iii) change to earlier dates any dates upon which payments Second Lien Trustee, without its consent. Notice of principal or interest are due thereon or extend the scheduled final maturity date of the ABL Debt beyond the scheduled maturity date of the Term Debt set forth in the Term Loan Documents; (iv) modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the ABL Credit Agreement or any ABL Document in a manner that makes them more restrictive to Grantors than as in effect on the date hereof (other than such modifications that permit payments to permanently reduce the Term Loan Debt or with respect to a Disposition of ABL Priority Collateral after an ABL Default); or (v) change any covenants, defaults, or events of default under the ABL Credit Agreement or any other ABL Document (including the addition of covenants, defaults, or events of default not contained in the ABL Credit Agreement or other ABL Documents as in effect on the date hereof) to restrict any Grantor from making payments of the Term Loan Debt that would otherwise be permitted under the ABL Documents as in effect on the date hereof. (b) The Term Loan Documents may be amended, supplemented, waives or otherwise modified in accordance with their terms and the Term Loan Debt may be Refinanced, in each case without notice to, or the consent of, any of the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to ABL Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or waiver or Refinancing shall notconsent will be given to the Second Lien Trustee by First Lien Agent no later than 30 days after its effectiveness, without provided that the prior written consent of ABL Agent (which it shall be authorized failure to consent to based upon an affirmative vote of give such notice will not affect the ABL Claimholders holding no more than a majority of the ABL Debt): (i) contravene the provisions of this Agreement; (ii) increase the “Applicable Margin” or similar component of the cash pay portion of any interest rate by more than 3.00 percentage points per annum (excluding increases resulting from (A) increases in the underlying reference rate not caused by an amendment, supplement, modification or Refinancing of the Term Loan Agreement, (B) the application of the pricing grid set forth in the Term Loan Agreement as in effect on the date hereof, or (C) the accrual of interest at the default rate set forth in the Term Loan Credit Agreement as in effect on the date hereof); (iii) change to earlier dates any dates upon which payments of principal or interest are due thereon or shorten the final maturity date of the Term Debt to be due within six (6) months of the scheduled maturity date of the ABL Debt; (iv) change any covenants, defaults, or events of default under the Term Loan Agreement or any other Term Loan Document (including the addition of covenants, defaults, or events of default not contained in the Term Loan Agreement or other Term Loan Documents as in effect on the date hereof) to restrict any Grantor from making payments of the ABL Debt that would otherwise be permitted under the Term Loan Documents as in effect on the date hereof; or (v) modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the Term Loan Agreement or any Term Loan Document in a manner that makes them more restrictive to Grantors (other than such modifications that permit payments to permanently reduce the ABL Debt or with respect to a Disposition of Term Loan Priority Collateral after a Term Loan Default has occurred effectiveness and is continuing)validity thereof.

Amendments; Refinancings. (a) The ABL Documents may be amendedSubject to the limitations, supplementedif any, waived or otherwise modified set forth in accordance with their terms and the ABL Debt may be Refinancedthis Agreement, in each case without notice the event the First Lien Lender or the other First Lien Claimholders enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such document or changing in any manner the rights of the First Lien Lender, the other First Lien Claimholders, the Issuer or any other Guarantor, then such amendment, waiver or consent will apply automatically to any comparable provision of the Second Lien Collateral Documents without the consent of, of the Term Loan Claimholders, all Second Lien Claimholders and without affecting any action by any of the lien subordination or other provisions of this Agreementforegoing; provided, that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to Term Loan Agent) except to the terms of this Agreement; extent as may be expressly provided furtherotherwise hereunder, that any no such amendment, supplement, modification, waiver or Refinancing shall not, without the prior written consent of Term Loan Agent (which it shall be authorized to consent to based upon an affirmative vote of the Term Loan Claimholders holding no more than a majority of the debt under the Term Loan Agreement): (i) contravene the provisions of this Agreement; (ii) increase the “Applicable Margin” or similar component of the interest rate (including any “floor”) by more than 3.00 percentage points per annum (excluding increases resulting from amendment will (A) increases in the underlying reference rate not caused by an amendment, supplement, modification remove or Refinancing release any Collateral subject to a Lien of the ABL Credit AgreementSecond Lien Trustee other than to the extent that (x) such release is permitted or required under Sections 5.1 or 6 and (y) there is a corresponding release of Collateral from the Lien of the First Lien Lender, (B) materially and adversely affect the application rights of the pricing grid set forth Second Lien Claimholders without the consent of the Second Lien Trustee, unless it also affects the First Lien Claimholders in the ABL Credit Agreement as in effect on the date hereofa like or similar manner, or (C) the accrual of interest at the default rate set forth in the ABL Credit Agreement as in effect impose duties on the date hereof); (iii) change to earlier dates any dates upon which payments Second Lien Trustee, without its consent. Notice of principal or interest are due thereon or extend the scheduled final maturity date of the ABL Debt beyond the scheduled maturity date of the Term Debt set forth in the Term Loan Documents; (iv) modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the ABL Credit Agreement or any ABL Document in a manner that makes them more restrictive to Grantors than as in effect on the date hereof (other than such modifications that permit payments to permanently reduce the Term Loan Debt or with respect to a Disposition of ABL Priority Collateral after an ABL Default); or (v) change any covenants, defaults, or events of default under the ABL Credit Agreement or any other ABL Document (including the addition of covenants, defaults, or events of default not contained in the ABL Credit Agreement or other ABL Documents as in effect on the date hereof) to restrict any Grantor from making payments of the Term Loan Debt that would otherwise be permitted under the ABL Documents as in effect on the date hereof. (b) The Term Loan Documents may be amended, supplemented, waives or otherwise modified in accordance with their terms and the Term Loan Debt may be Refinanced, in each case without notice to, or the consent of, any of the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to ABL Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or waiver or Refinancing shall notconsent will be given to the Second Lien Trustee by First Lien Lender no later than 30 days after its effectiveness, without provided that the prior written consent of ABL Agent (which it shall be authorized failure to consent to based upon an affirmative vote of give such notice will not affect the ABL Claimholders holding no more than a majority of the ABL Debt): (i) contravene the provisions of this Agreement; (ii) increase the “Applicable Margin” or similar component of the cash pay portion of any interest rate by more than 3.00 percentage points per annum (excluding increases resulting from (A) increases in the underlying reference rate not caused by an amendment, supplement, modification or Refinancing of the Term Loan Agreement, (B) the application of the pricing grid set forth in the Term Loan Agreement as in effect on the date hereof, or (C) the accrual of interest at the default rate set forth in the Term Loan Credit Agreement as in effect on the date hereof); (iii) change to earlier dates any dates upon which payments of principal or interest are due thereon or shorten the final maturity date of the Term Debt to be due within six (6) months of the scheduled maturity date of the ABL Debt; (iv) change any covenants, defaults, or events of default under the Term Loan Agreement or any other Term Loan Document (including the addition of covenants, defaults, or events of default not contained in the Term Loan Agreement or other Term Loan Documents as in effect on the date hereof) to restrict any Grantor from making payments of the ABL Debt that would otherwise be permitted under the Term Loan Documents as in effect on the date hereof; or (v) modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the Term Loan Agreement or any Term Loan Document in a manner that makes them more restrictive to Grantors (other than such modifications that permit payments to permanently reduce the ABL Debt or with respect to a Disposition of Term Loan Priority Collateral after a Term Loan Default has occurred effectiveness and is continuing)validity thereof.

Amendments; Refinancings. (a) The ABL Documents may be amendedSubject to the limitations, supplementedif any, waived or otherwise modified set forth in accordance with their terms and the ABL Debt may be Refinancedthis Agreement, in each case without notice the event the First Lien Agent or the other First Lien Claimholders enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such document or changing in any manner the rights of the First Lien Agent, the other First Lien Claimholders, the Issuer or any other Guarantor, then such amendment, waiver or consent will apply automatically to any comparable provision of the Second Lien Collateral Documents without the consent of, of the Term Loan Claimholders, all Second Lien Claimholders and without affecting any action by any of the lien subordination or other provisions of this Agreementforegoing; provided, that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to Term Loan Agent) except to the terms of this Agreement; extent as may be expressly provided furtherotherwise hereunder, that any no such amendment, supplement, modification, waiver or Refinancing shall not, without the prior written consent of Term Loan Agent (which it shall be authorized to consent to based upon an affirmative vote of the Term Loan Claimholders holding no more than a majority of the debt under the Term Loan Agreement): (i) contravene the provisions of this Agreement; (ii) increase the “Applicable Margin” or similar component of the interest rate (including any “floor”) by more than 3.00 percentage points per annum (excluding increases resulting from amendment will (A) increases in the underlying reference rate not caused by an amendment, supplement, modification remove or Refinancing release any Collateral subject to a Lien of the ABL Credit AgreementSecond Lien Trustee other than to the extent that (x) such release is permitted or required under Section 5.1 or Section 6 and (y) there is a corresponding release of Collateral from the Lien of the First Lien Agent, (B) materially and adversely affect the application rights of the pricing grid set forth Second Lien Claimholders without the consent of the Second Lien Trustee (which consent shall be given upon the direction of the Second Lien Claimholders in accordance with the ABL Credit Agreement as Second Lien Indenture), unless it also affects the First Lien Claimholders in effect on the date hereofa like or similar manner, or (C) the accrual of interest at the default rate set forth in the ABL Credit Agreement as in effect impose duties on the date hereof); (iii) change to earlier dates any dates upon which payments Second Lien Trustee, without its consent. Notice of principal or interest are due thereon or extend the scheduled final maturity date of the ABL Debt beyond the scheduled maturity date of the Term Debt set forth in the Term Loan Documents; (iv) modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the ABL Credit Agreement or any ABL Document in a manner that makes them more restrictive to Grantors than as in effect on the date hereof (other than such modifications that permit payments to permanently reduce the Term Loan Debt or with respect to a Disposition of ABL Priority Collateral after an ABL Default); or (v) change any covenants, defaults, or events of default under the ABL Credit Agreement or any other ABL Document (including the addition of covenants, defaults, or events of default not contained in the ABL Credit Agreement or other ABL Documents as in effect on the date hereof) to restrict any Grantor from making payments of the Term Loan Debt that would otherwise be permitted under the ABL Documents as in effect on the date hereof. (b) The Term Loan Documents may be amended, supplemented, waives or otherwise modified in accordance with their terms and the Term Loan Debt may be Refinanced, in each case without notice to, or the consent of, any of the ABL Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing debt shall have bound themselves (in a writing addressed to ABL Agent) to the terms of this Agreement; provided further, that any such amendment, supplement, modification, or waiver or Refinancing shall notconsent will be given to the Second Lien Trustee by First Lien Agent no later than 30 days after its effectiveness, without provided that the prior written consent of ABL Agent (which it shall be authorized failure to consent to based upon an affirmative vote of give such notice will not affect the ABL Claimholders holding no more than a majority of the ABL Debt): (i) contravene the provisions of this Agreement; (ii) increase the “Applicable Margin” or similar component of the cash pay portion of any interest rate by more than 3.00 percentage points per annum (excluding increases resulting from (A) increases in the underlying reference rate not caused by an amendment, supplement, modification or Refinancing of the Term Loan Agreement, (B) the application of the pricing grid set forth in the Term Loan Agreement as in effect on the date hereof, or (C) the accrual of interest at the default rate set forth in the Term Loan Credit Agreement as in effect on the date hereof); (iii) change to earlier dates any dates upon which payments of principal or interest are due thereon or shorten the final maturity date of the Term Debt to be due within six (6) months of the scheduled maturity date of the ABL Debt; (iv) change any covenants, defaults, or events of default under the Term Loan Agreement or any other Term Loan Document (including the addition of covenants, defaults, or events of default not contained in the Term Loan Agreement or other Term Loan Documents as in effect on the date hereof) to restrict any Grantor from making payments of the ABL Debt that would otherwise be permitted under the Term Loan Documents as in effect on the date hereof; or (v) modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the Term Loan Agreement or any Term Loan Document in a manner that makes them more restrictive to Grantors (other than such modifications that permit payments to permanently reduce the ABL Debt or with respect to a Disposition of Term Loan Priority Collateral after a Term Loan Default has occurred effectiveness and is continuing)validity thereof.