Common use of Amendments to First Lien Documents and Second Lien Documents Clause in Contracts

Amendments to First Lien Documents and Second Lien Documents. (a) Subject to Section 5.3(c), the First Lien Documents of any Series may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Debt of any Series may be Refinanced subject to Section 5.6 and 8.7, in each case, without notice to, or the consent of, the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, provided that any such amendment, supplement or modification or Refinancing is not inconsistent with the terms of this Agreement. (b) The Second Lien Documents may be amended, supplemented or otherwise modified in accordance with their terms, in each case, without notice to, or the consent of, any First Lien Representative, any First Lien Collateral Agent or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, to the extent the terms and conditions of such amendment, supplement, modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification is not inconsistent with the terms of this Agreement, as certified by the Company in an Officers’ Certificate (as defined in the Indenture) delivered to the Second Lien Representative and the Second Lien Collateral Agent. (c) In the event that prior to the Discharge of the First Lien Obligations any First Lien Collateral Agent or the applicable First Lien Secured Parties and the relevant Grantor 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 First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Collateral Agent, such First Lien Secured Parties, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of the Second Lien Representative, Second Lien Collateral Agent or other Second Lien Secured Party and without any action by the Second Lien Representative, the Second Lien Collateral Agent, any other Second Lien Secured Party, the Company or any other Grantor, provided that: (1) no such amendment, waiver or consent shall have the effect of: (A) removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations; (B) imposing duties on, or adversely affecting the rights, immunities, indemnifications, protections and limitations of liability of, the Second Lien Collateral Agent or the Second Lien Representative without its prior written consent; (C) permitting other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6 hereof; or (D) being prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and the rights and obligations hereunder); and (2) notice of such amendment, waiver or consent will be given to the Second Lien Collateral Agent by the applicable First Lien Collateral Agent no later than 30 days after its effectiveness, provided that the failure to give such notice will not affect the effectiveness and validity thereof nor create any liability of the First Lien Collateral Agent.

Amendments to First Lien Documents and Second Lien Documents. (a) Subject to Section 5.3(c), the The First Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Debt of any Series may be Refinanced subject to Section 5.6 and 8.7, in each case, 8.7 without notice to, or the consent of, the any Second Lien Representative, the any Second Lien Collateral Agent or any other Second Lien Secured Party, all without affecting the lien subordination or other provisions of this AgreementAgreement to the extent the terms and conditions of such amendment, supplement, modification meet any applicable requirements set forth in the Second Lien Documents; provided that any such amendment, supplement or restatement, amendment and restatement, supplement, modification or Refinancing is not inconsistent with the terms of this Agreement and, in the case of a Refinancing, the holders of such Refinancing debt (directly or through their agent) bind themselves in a writing addressed to each Second Lien Collateral Agent to the terms of this Agreement. (b) The Second Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, in each case, terms and the Second Lien Debt of any Series may be Refinanced subject to Section 8.7 without notice to, or the consent of, any First Lien Representative, any First Lien Collateral Agent or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, Agreement to the extent the terms and conditions of such amendment, supplement, modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement restatement, amendment and restatement, supplement, modification or modification Refinancing is not inconsistent with the terms of this AgreementAgreement and, as certified by the Company in an Officers’ Certificate (as defined in the Indenturecase of any Refinancing, the holders of such Refinancing debt (directly or through their agent) delivered bind themselves in a writing addressed to each First Lien Collateral Agent to the Second Lien Representative and the Second Lien Collateral Agentterms of this Agreement. (c) In the event that prior to the Discharge of the First Lien Obligations any First Lien Collateral Agent or the applicable First Lien Secured Parties Party and the relevant Grantor 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 First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Collateral Agent, such First Lien Secured Parties, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of the any Second Lien Representative, Second Lien Collateral Agent or Agent, any other Second Lien Secured Party Party, the Company or any other Grantor and without any action by the any Second Lien Representative, the any Second Lien Collateral Agent, any other Second Lien Secured Party, the Company or any other Grantor, provided that: (1) no such amendment, waiver or consent shall have the effect of: (A) removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations; (B) imposing duties on, or adversely affecting the rights, immunities, indemnifications, protections and limitations of liability of, the Second Lien Collateral Agent or the Second Lien Representative without its prior written consent; (C) permitting other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6 hereof; or (D) being prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and the rights and obligations hereunder); and (2) notice of such amendment, waiver or consent will be given to the Second Lien Collateral Agent by the applicable First Lien Collateral Agent no later than 30 days after its effectiveness, provided that the failure to give such notice will not affect the effectiveness and validity thereof nor create any liability of the First Lien Collateral Agent.

Amendments to First Lien Documents and Second Lien Documents. (a) Subject to Section 5.3(c), the First Lien Documents of any Series may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Debt of any Series may be Refinanced subject to Section 5.6 and 8.7, in each case, without notice to, or the consent of, the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, ; provided that any such amendment, supplement or modification or Refinancing is not inconsistent with the terms of this Agreement. (b) The Second Lien Documents may be amended, supplemented or otherwise modified in accordance with their terms, in each case, without notice to, or the consent of, any First Lien Representative, any First Lien Collateral Agent or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, to the extent the terms and conditions of such amendment, supplement, modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification is not inconsistent with the terms of this Agreement, as certified by the Company in an Officers’ Officer’s Certificate (as defined in the Indenture) delivered to the Second Lien Representative and the Second Lien Collateral Agent. (c) In the event that prior to the Discharge of the First Lien Obligations any First Lien Collateral Agent or the applicable First Lien Secured Parties and the relevant Grantor 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 First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Collateral Agent, such First Lien Secured Parties, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of the Second Lien Representative, Second Lien Collateral Agent or other Second Lien Secured Party and without any action by the Second Lien Representative, the Second Lien Collateral Agent, any other Second Lien Secured Party, the Company or any other Grantor, provided that: (1) no such amendment, waiver or consent shall have the effect of: (A) removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations; (B) imposing duties on, or adversely affecting the rights, immunities, indemnifications, protections and limitations of liability of, the Second Lien Collateral Agent or the Second Lien Representative without its prior written consent; (C) permitting other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6 hereof; or (D) being prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and the rights and obligations hereunder); and (2) notice of such amendment, waiver or consent will be given to the Second Lien Collateral Agent by the applicable First Lien Collateral Agent no later than 30 days after its effectiveness, provided that the failure to give such notice will not affect the effectiveness and validity thereof nor create any liability of the applicable First Lien Collateral Agent.

Amendments to First Lien Documents and Second Lien Documents. (a) Subject to Section 5.3(c), the The First Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Debt of any Series may be Refinanced subject to Section 5.6 and 8.7, in each case, 8.7 without notice to, or the consent of, the any Second Lien Representative, the any Second Lien Collateral Agent or any other Second Lien Secured Party, all without affecting the lien subordination or other provisions of this AgreementAgreement to the extent the terms and conditions of such amendment, supplement, modification meet any applicable requirements set forth in the Second Lien Documents; provided that any such amendment, supplement or restatement, amendment and restatement, supplement, modification or Refinancing is not inconsistent with the terms of this Agreement and, in the case of a Refinancing, the holders of such Refinancing debt (directly or through their agent) bind themselves in a writing addressed to each Second Lien Collateral Agent to the terms of this Agreement. (b) The Second Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, in each case, terms and the Second Lien Debt of any Series may be Refinanced subject to Section 8.7 without notice to, or the consent of, any First Lien Representative, any First Lien Collateral Agent or any other First Lien Secured Party, all without affecting the lien subordination or other provisions of this Agreement, Agreement to the extent the terms and conditions of such amendment, supplement, modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement restatement, amendment and restatement, supplement, modification or modification Refinancing is not inconsistent with the terms of this AgreementAgreement and, as certified by the Company in an Officers’ Certificate (as defined in the Indenturecase of any Refinancing, the holders of such Refinancing debt (directly or through their agent) delivered bind themselves in a writing addressed to each First Lien Collateral Agent to the Second Lien Representative and the Second Lien Collateral Agentterms of this Agreement. (c) In the event that prior to the Discharge of the First Lien Obligations any First Lien Collateral Agent or the applicable First Lien Secured Parties Party and the relevant Grantor 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 First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Collateral Agent, such First Lien Secured Parties, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of the any Second Lien Representative, Second Lien Collateral Agent or Agent, any other Second Lien Secured Party Party, the Company or any other Grantor and without any action by the any Second Lien Representative, the any Second Lien Collateral Agent, any other Second Lien Secured Party, the Company or any other Grantor, provided that: (1i) no such amendment, waiver or consent shall have the effect of: (A) removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien ObligationsObligations on such removed assets; (B) imposing duties on, or adversely affecting the rights, immunities, indemnifications, protections and limitations of liability of, the on any Second Lien Collateral Agent or the any Second Lien Representative without its prior written consent; (C) permitting other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6 hereofSECTION 6; or (D) being prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and the rights and obligations hereunder); and (2ii) notice of such amendment, waiver or consent will be shall have been given by the Company to the each Second Lien Collateral Agent by within ten Business Days after the applicable First Lien Collateral Agent no later than 30 days after its effectivenesseffective date of such amendment, provided that the failure to give such notice will not affect the effectiveness and validity thereof nor create any liability of the First Lien Collateral Agentwaiver or consent.

Amendments to First Lien Documents and Second Lien Documents. (a) Subject to Section 5.3(c), the The First Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms and the First Lien Debt of any Series may be Refinanced subject to Section 5.6 and 8.7, in each case, Sections 8.7 without notice to, or the consent of, the any Second Lien Representative, the any Second Lien Collateral Agent or any other Second Lien Secured PartyClaimholder, all without affecting the lien subordination or other provisions of this Agreement, ; provided that any such amendment, supplement or modification or Refinancing is not inconsistent with the terms of this Agreement and, in the case of a Refinancing, the holders of such Refinancing debt bind themselves (directly or through their agent) in a writing addressed to each Second Lien Collateral Agent to the terms of this Agreement. (b) The Second Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, in each case, terms and the Second Lien Debt of any Series may be Refinanced subject to Section 8.7 without notice to, or the consent of, any First Lien Representative, any First Lien Collateral Agent or any other First Lien Secured PartyClaimholder, all without affecting the lien subordination or other provisions of this Agreement, to the extent the terms and conditions of such amendment, supplement, modification meet any applicable requirements set forth in the First Lien Documents; provided that any such amendment, supplement or modification or Refinancing is not inconsistent with the terms of this AgreementAgreement and, as certified by the Company in an Officers’ Certificate (as defined in the Indenturecase of any Refinancing, the holders of such Refinancing debt bind themselves (directly or through their agent) delivered in a writing addressed to each First Lien Collateral Agent to the Second Lien Representative and the Second Lien Collateral Agent.terms of this Agreement; (c) In the event that prior to the Discharge of the First Lien Obligations any First Lien Collateral Agent or the applicable First Lien Secured Parties Claimholders and the relevant Grantor 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 First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Collateral Agent, such First Lien Secured PartiesClaimholders, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of the any Second Lien Representative, Second Lien Collateral Agent or other Second Lien Secured Party Claimholder and without any action by the any Second Lien Representative, the any Second Lien Collateral Agent, any other Second Lien Secured PartyClaimholder, the Company or any other Grantor, provided that: (1) no such amendment, waiver or consent shall have the effect of: (A) removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations; (B) imposing duties on, or adversely affecting the rights, immunities, indemnifications, protections and limitations of liability of, the on any Second Lien Collateral Agent or the any Second Lien Representative without its prior written consent; (C) permitting other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6 hereof6; or (D) being prejudicial to the interests of the Second Lien Secured Parties Claimholders to a greater extent than the First Lien Secured Parties Claimholders (other than by virtue of their relative priority and the rights and obligations hereunder); and (2) notice of such amendment, waiver or consent will be shall have been given to the each Second Lien Collateral Agent by within ten (10) Business Days after the applicable First Lien Collateral Agent no later than 30 days after its effectivenesseffective date of such amendment, provided that the failure to give such notice will not affect the effectiveness and validity thereof nor create any liability of the First Lien Collateral Agentwaiver or consent.