Common use of Modifications to Senior Debt and Subordinated Debt Clause in Contracts

Modifications to Senior Debt and Subordinated Debt. (a) The Senior Creditors may at any time and from time to time without the consent of or notice to the Subordinated Creditors, without incurring liability to the Subordinated Creditors and without impairing or releasing the obligations of the Subordinated Creditors under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend in any manner any agreement, note, guaranty or other instrument evidencing, securing, guaranteeing, or otherwise relating to the Senior Debt (provided it being understood that nothing herein shall be deemed a waiver or consent by the Subordinated Creditors to any Loan Party under any Subordinated Debt Document with respect to any of the foregoing); provided that, without the written consent of each Subordinated Lender, the Senior Creditors will not: (i) shorten the final contractual maturity date of the Loans (as such term is defined in the Credit Agreement) to a date which is less than thirty (30) days prior to [__], 2020, (ii) advance the scheduled amortization of principal on the Loans (as such term is defined in the Credit Agreement) other than by acceleration (determined exclusive of amortization and other mandatory prepayments thereof as provided for in the Credit Agreement on the Fourth Intercreditor Amendment and Restatement Date), (iii) other than as permitted by the Credit Agreement as in effect on the Fourth Intercreditor Amendment and Restatement Date, increase the pre- default interest rates applied to the unpaid principal balance of Senior Debt from time to time outstanding (or change the base or comparable reference rate upon which any floating rate of interest is calculated), (iv) add any new or make more restrictive any event of default or covenant existing in the Credit Agreement on Fourth Intercreditor Amendment and Restatement Date or (v) increase the principal amount of the Senior Debt in excess of $135,000,000, plus all accrued and unpaid interest (including any capitalized interest) payable in kind by being capitalized and added to the then outstanding principal balance of the Senior Debt, less all indefeasible payments of principal made in respect of the Loans (as such term is defined in the Credit Agreement) after [__], 2020 and any other permanent reductions of the Commitment (as such term is defined in the Credit Agreement) under the Credit Agreement. (b) Until the Senior Debt is Paid in Full, notwithstanding anything contained in the Subordinated Debt Documents to the contrary, the Subordinated Creditors shall not, without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Senior Creditor Representative, agree to any amendment, modification or supplement to the Subordinated Debt Documents, other than any such amendment, modification or supplement that does not adversely affect the Senior Creditors or any of the Senior Creditors’ rights or interests in the Common Collateral or violate any of the terms or conditions set forth in this Agreement; provided that, notwithstanding the foregoing, without the written consent of each Senior Lender, the Subordinated Creditors will not: (i) shorten the final contractual maturity date of the Loans (as specified in the Second Lien Credit Agreement) to a date which is prior to the Scheduled Maturity Date (as defined in the Credit Agreement) in effect at such time after giving effect to any extension of such Scheduled Maturity Date in effect at such time pursuant to Section 2.05 of the Credit Agreement), (ii) other than as permitted by the Second Lien Credit Agreement as in effect on the Fourth Intercreditor Amendment and Restatement Date, increase the interest rates (including, for the avoidance of doubt, any post-default interest rates) applied to the unpaid principal balance of Subordinated Debt from time to time outstanding or (iii) permit the default interest or any other post-default interest payable under the Subordinated Debt Documents to be paid or payable in cash or any other form of payment (other than as paid-in-kind interest that is added to the principal balance of the Subordinated Debt) at any time prior to the Payment in Full of the Senior Debt. (c) In the event the Senior Creditor Representative enters into any amendment, waiver or consent in respect of any of the Senior Debt Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Debt 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 Subordinated Debt Document without the consent of or action by any Subordinated Creditor (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 Subordinated Debt Documents), (i) no such amendment, waiver or consent shall have the effect of removing assets subject to a Lien granted or created pursuant to any Subordinated Debt Documents, except to the extent that a release of such Lien is permitted by Section 3.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Subordinated Creditors and does not affect the Senior Creditors in a like or similar manner shall not apply to the Subordinated Debt Documents without the consent of the Subordinated Creditor Representative and (iii) notice of such amendment, waiver or consent shall be given to the Subordinated Creditor Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Modifications to Senior Debt and Subordinated Debt. (a) The Senior Creditors may at any time and from time to time without the consent of or notice to the Subordinated Creditors, without incurring liability to the Subordinated Creditors and without impairing or releasing the obligations of the Subordinated Creditors under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend in any manner any agreement, note, guaranty or other instrument evidencing, securing, guaranteeing, or otherwise relating to the Senior Debt (provided it being understood that nothing herein shall be deemed a waiver or consent by the Subordinated Creditors to any Loan Party under any Subordinated Debt Document with respect to any of the foregoing); provided that, without the written consent of each Subordinated Lender, the Senior Creditors will not: (i) shorten the final contractual maturity date of the Loans (as such term is defined in the Credit Agreement) to a date which is less than thirty (30) days prior to [__]Xxxxx 00, 20200000, (iixx) advance the scheduled amortization of principal on the Loans (as such term is defined in the Credit Agreement) other than by acceleration (determined exclusive of amortization and other mandatory prepayments thereof as provided for in the Credit Agreement on the Fourth Third Intercreditor Amendment and Restatement Date), (iii) other than as permitted by the Credit Agreement as in effect on the Fourth Third Intercreditor Amendment and Restatement Date, increase the pre- pre-default interest rates applied to the unpaid principal balance of Senior Debt from time to time outstanding (or change the base or comparable reference rate upon which any floating rate of interest is calculated), (iv) add any new or make more restrictive any event of default or covenant existing in the Credit Agreement on Fourth Third Intercreditor Amendment and Restatement Date or (v) increase the principal amount of the Senior Debt in excess of $135,000,000, plus all accrued and unpaid interest (including any capitalized interest) payable in kind by being capitalized and added to the then outstanding principal balance of the Senior Debt, less all indefeasible payments of principal made in respect of the Loans (as such term is defined in the Credit Agreement) after [__]August 13, 2020 20200 and any other permanent reductions of the Commitment (as such term is defined in the Credit Agreement) under the Credit Agreement. (b) Until the Senior Debt is Paid in Full, notwithstanding anything contained in the Subordinated Debt Documents to the contrary, the Subordinated Creditors shall not, without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Senior Creditor Representative, agree to any amendment, modification or supplement to the Subordinated Debt Documents, other than any such amendment, modification or supplement that does not adversely affect the Senior Creditors or any of the Senior Creditors’ rights or interests in the Common Collateral or violate any of the terms or conditions set forth in this Agreement; provided that, notwithstanding the foregoing, without the written consent of each Senior Lender, the Subordinated Creditors will not: (i) shorten the final contractual maturity date of the Loans (as specified in the Second Lien Credit Agreement) to a date which is prior to the Scheduled Maturity Date (as defined in the Credit Agreement) in effect at such time after giving effect to any extension of such Scheduled Maturity Date in effect at such time pursuant to Section 2.05 of the Credit Agreement), (ii) other than as permitted by the Second Lien Credit Agreement as in effect on the Fourth Third Intercreditor Amendment and Restatement Date, increase the interest rates (including, for the avoidance of doubt, any post-default interest rates) applied to the unpaid principal balance of Subordinated Debt from time to time outstanding or (iii) permit the default interest or any other post-default interest payable under the Subordinated Debt Documents to be paid or payable in cash or any other form of payment (other than as paid-in-kind interest that is added to the principal balance of the Subordinated Debt) at any time prior to the Payment in Full of the Senior Debt. (c) In the event the Senior Creditor Representative enters into any amendment, waiver or consent in respect of any of the Senior Debt Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Debt 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 Subordinated Debt Document without the consent of or action by any Subordinated Creditor (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 Subordinated Debt Documents), (i) no such amendment, waiver or consent shall have the effect of removing assets subject to a Lien granted or created pursuant to any Subordinated Debt Documents, except to the extent that a release of such Lien is permitted by Section 3.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Subordinated Creditors and does not affect the Senior Creditors in a like or similar manner shall not apply to the Subordinated Debt Documents without the consent of the Subordinated Creditor Representative and (iii) notice of such amendment, waiver or consent shall be given to the Subordinated Creditor Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Modifications to Senior Debt and Subordinated Debt. (a) The A holder of any Senior Creditors Debt may at any time and from time to time without the consent of or notice to the holders of Subordinated CreditorsDebt, without incurring liability to the holders of Subordinated Creditors Debt, and without impairing or releasing the obligations of the holders of Subordinated Creditors Debt under this Agreement, : (i) change the manner or place of payment or extend change the time of payment of or renew or alter any of the terms of the Senior Debt, or amend in any other manner any agreement, note, guaranty or other instrument evidencing, securing, guaranteeing, evidencing or securing or otherwise relating to any Senior Debt; (ii) exercise or refrain from exercising any rights against the Company or any other Credit Party or any other Persons (including the holders of Subordinated Debt); (iii) apply any sums by whomsoever paid or howsoever realized to any Senior Debt, in such manner as the holders of Senior Debt determine and (iv) otherwise modify, amend, renew, extend or restate the terms of the Senior Debt; provided, the holders of the Senior Debt shall not, without the prior written consent of the holders of a majority of the outstanding Subordinated Debt, (provided A) have outstanding under the Senior Credit Agreement principal indebtedness in amounts in excess of the limit specified in the definition of "Senior Debt", (B) increase the margin over the Base Rate (as defined in the Senior Credit Agreement as in effect on the date hereof) or the Eurodollar Rate (as defined in the Senior Credit Agreement as in effect on the date hereof) by more than 200 basis points over what it is as of the date hereof (it being understood that nothing herein shall be deemed the imposition of a waiver or consent by the Subordinated Creditors to any Loan Party under any Subordinated Debt Document default rate of interest in accordance with respect to any subsection 3.1 of the foregoingSenior Credit Agreement as in effect on the date hereof shall not be subject to the restrictions contained in this clause (B); provided that), without (C) extend the written consent final maturity of each Subordinated Lender, the Senior Creditors will not: (i) shorten Debt beyond the final contractual maturity date of one year following the Loans Maturity Date (as such term is defined in the Credit Agreement) to a date which is less than thirty (30) days prior to [__], 2020, (ii) advance the scheduled amortization of principal on the Loans (as such term is defined in the Credit Agreement) other than by acceleration (determined exclusive of amortization and other mandatory prepayments thereof as provided for in the Credit Agreement on the Fourth Intercreditor Amendment and Restatement Date), (iii) other than as permitted by the Senior Credit Agreement as in effect on the Fourth Intercreditor Amendment date hereof) or (D) change the weighted average life to maturity of the Term Loan by more than one year from that in effect on the Closing Date (calculated as if such amendment was entered into on the date hereof and Restatement Datetaking into account all previous amendments). (b) Each Subordinated Credit Party, the Subordinated Lender and each holder of Subordinated Debt shall not amend or modify in any manner any Subordinated Debt Document without the express written consent of the Agent, in each instance, if the effect of such amendment is to (i) increase the pre- default interest rates applied to rate of the unpaid principal balance of Senior Debt from time to time outstanding Subordinated Debt, (or ii) change the base or comparable reference rate dates upon which any floating rate payments of principal, interest is calculated)or other amounts are due on the Subordinated Debt, (iviii) add any new or make more restrictive change any event of default or add any covenant existing in with respect to the Subordinated Debt, (iv) change the redemption or prepayment provisions of the Senior Subordinated Credit Agreement on Fourth Intercreditor Amendment and Restatement Date or Agreement, (v) increase change the principal amount subordination provisions thereof (or the terms of the Senior Debt in excess of $135,000,000any guaranty thereof), plus all accrued and unpaid interest (including vi) receive any capitalized interest) payable in kind by being capitalized and added collateral or security with respect to the then outstanding principal balance of the Senior Debt, less all indefeasible payments of principal made in respect of the Loans Subordinated Debt or (as such term is defined in the Credit Agreementvii) after [__], 2020 and change or amend any other permanent reductions term of the Commitment (as such term is defined in the Credit Agreement) under the Credit Agreement. (b) Until the Senior Debt is Paid in Full, notwithstanding anything contained in any of the Subordinated Debt Documents to if such change or amendment would (A) in any manner materially increase the contraryobligations of the obligor thereunder, (B) confer additional material rights on the Subordinated Creditors shall not, without Agent or the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) holders of the Senior Creditor Representative, agree to any amendment, modification or supplement to the Subordinated Debt Documentsin a manner materially adverse to Holdings, the Company, any other than any such amendment, modification or supplement that does not adversely affect the Senior Creditors Credit Party or any of the Senior Creditors’ rights Lenders or interests in the Common Collateral or violate any of the terms or conditions set forth in this Agreement; provided that, notwithstanding the foregoing, without the written consent of each Senior Lender, the Subordinated Creditors will not: (i) shorten the final contractual maturity date of the Loans (as specified in the Second Lien Credit Agreement) to a date which is prior to the Scheduled Maturity Date (as defined in the Credit AgreementC) in effect at such time after giving effect to any extension of such Scheduled Maturity Date in effect at such time pursuant to Section 2.05 of manner materially adversely affect the Credit Agreement), (ii) other than as permitted by the Second Lien Credit Agreement as in effect on the Fourth Intercreditor Amendment and Restatement Date, increase the interest rates (including, for the avoidance of doubt, any post-default interest rates) applied to the unpaid principal balance of Subordinated Debt from time to time outstanding or (iii) permit the default interest or any other post-default interest payable under the Subordinated Debt Documents to be paid or payable in cash or any other form of payment (other than as paid-in-kind interest that is added to the principal balance of the Subordinated Debt) at any time prior to the Payment in Full rights of the Senior DebtLenders. If any Subordinated Debt Document is amended or modified in a manner that does not violate this Section 7(b), the Borrowers agree to promptly provide notice to the Agent of such change and deliver a copy of any document evidencing such change. (c) In The Agent will provide notice to the event the Senior Creditor Representative enters into any amendment, waiver or consent in respect Subordinated Agent of any change in the identity of the Senior Debt Documents for Agent. The Subordinated Agent will provide notice to the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Debt Document or changing in any manner the rights Agent of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of change in the Comparable Subordinated Debt Document without the consent of or action by any Subordinated Creditor (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 identity of the Subordinated Debt Documents), (i) no such amendment, waiver or consent shall have the effect of removing assets subject to a Lien granted or created pursuant to any Subordinated Debt Documents, except to the extent that a release of such Lien is permitted by Section 3.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Subordinated Creditors and does not affect the Senior Creditors in a like or similar manner shall not apply to the Subordinated Debt Documents without the consent of the Subordinated Creditor Representative and (iii) notice of such amendment, waiver or consent shall be given to the Subordinated Creditor Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereofAgent.

Modifications to Senior Debt and Subordinated Debt. (a) The Senior Creditors may at any time and from time to time without the consent of or notice to the Subordinated Creditors, without incurring liability to the Subordinated Creditors and without impairing or releasing the obligations of the Subordinated Creditors under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend in any manner any agreement, note, guaranty or other instrument evidencing, securing, guaranteeing, or otherwise relating to the Senior Debt (provided it being understood that nothing herein shall be deemed a waiver or consent by the Subordinated Creditors to any Loan Party under any Subordinated Debt Document with respect to any of the foregoing); provided that, without the written consent of each Subordinated Lender, the Senior Creditors will not: (i) shorten the final contractual maturity date of the Loans (as such term is defined in the Credit Agreement) to a date which is less than thirty (30) days prior to [__], 2020, (ii) advance the scheduled amortization of principal on the Loans (as such term is defined in the Credit Agreement) other than by acceleration (determined exclusive of amortization and other mandatory prepayments thereof as provided for in the Credit Agreement on the Fourth Intercreditor Amendment and Restatement Date), (iii) other than as permitted by the Credit Agreement as in effect on the Fourth Intercreditor Amendment and Restatement Date, increase the pre- default interest rates applied to the unpaid principal balance of Senior Debt from time to time outstanding (or change the base or comparable reference rate upon which any floating rate of interest is calculated), (iv) add any new or make more restrictive any event of default or covenant existing in the Credit Agreement on Fourth Intercreditor Amendment and Restatement Date or (v) increase the principal amount of the Senior Debt in excess of $135,000,000, plus all accrued and unpaid interest (including any capitalized interest) payable in kind by being capitalized and added to the then outstanding principal balance of the Senior Debt, less all indefeasible payments of principal made in respect of the Loans (as such term is defined in the Credit Agreement) after [__], 2020 and any other permanent reductions of the Commitment (as such term is defined in the Credit Agreement) under the Credit Agreement. (b) Until the Senior Debt is Paid in Full, notwithstanding anything contained in the Subordinated Debt Documents to the contrary, the Subordinated Creditors shall not, without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Senior Creditor Representative, agree to any amendment, modification or supplement to the Subordinated Debt Documents, other than any such amendment, modification or supplement that does not adversely affect the Senior Creditors or any of the Senior Creditors’ rights or interests in the Common Collateral or violate any of the terms or conditions set forth in this Agreement; provided that, notwithstanding the foregoing, without the written consent of each Senior Lender, the Subordinated Creditors will not: (i) shorten the final contractual maturity date of the Loans (as specified in the Second Lien Credit Agreement) to a date which is prior to the Scheduled Maturity Date (as defined in the Credit Agreement) in effect at such time after giving effect to any extension of such Scheduled Maturity Date in effect at such time pursuant to Section 2.05 of the Credit Agreement), (ii) other than as permitted by the Second Lien Credit Agreement as in effect on the Fourth Intercreditor Amendment and Restatement Date, increase the interest rates (including, for the avoidance of doubt, any post-default interest rates) applied to the unpaid principal balance of Subordinated Debt from time to time outstanding or (iii) permit the default interest or any other post-default interest payable under the Subordinated Debt Documents to be paid or payable in cash or any other form of payment (other than as paid-in-kind interest that is added to the principal balance of the Subordinated Debt) at any time prior to the Payment in Full of the Senior Debt. (c) In the event the Senior Creditor Representative enters into any amendment, waiver or consent in respect of any of the Senior Debt Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Debt 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 Subordinated Debt Document without the consent of or action by any Subordinated Creditor (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 Subordinated Debt Documents), (i) no such amendment, waiver or consent shall have the effect of removing assets subject to a Lien granted or created pursuant to any Subordinated Debt Documents, except to the extent that a release of such Lien is permitted by Section 3.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Subordinated Creditors and does not affect the Senior Creditors in a like or similar manner shall not apply to the Subordinated Debt Documents without the consent of the Subordinated Creditor Representative and (iii) notice of such amendment, waiver or consent shall be given to the Subordinated Creditor Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof.