Common use of Nature of Senior Lender Claims Clause in Contracts

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Debt Parties and without affecting the provisions hereof, except including, pursuant to Section 2.14 of the Credit Agreement or as otherwise expressly set forth hereinPermitted Other Indebtedness (as defined in the Credit Agreement) pursuant to Section 10.1(x)(a) of the Credit Agreement so long as such increase is not prohibited by the Second Priority Debt Documents (for the avoidance of doubt any increase in the aggregate amount of the Senior Obligations permitted by the Second Priority Debt Documents on the date hereof shall be permitted). The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the or any other Grantors Grantor contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior First Priority Debt Documents and the Senior First Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior First Priority Obligations, or a portion thereof, may be Refinanced from time to time and (cb) the aggregate amount of the Senior First Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior First Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior First Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. Each Senior Subordinated Priority Representative, on behalf of itself and each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility, acknowledges that (a) a portion of the Non-Subordinated Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Non-Subordinated Priority Debt Documents and the Non-Subordinated Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Non-Subordinated Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Non-Subordinated Priority Obligations may be increased, in each case, without notice to or consent by the Senior Subordinated Priority Representatives or the Senior Subordinated Priority Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 and Section 2.02 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations or the Senior Subordinated Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Notes Issuers, the Borrowers and the other Grantors Debtors and the Second Non-Senior Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Notes Issuers, the Borrowers and the other Grantors Debtors contained in any Second Non-Senior Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations or (in the case of the Senior Subordinated Priority Parties) additional Second Priority Debt Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facilityrepresented by it, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent (to the extent any such amendment, supplement, modification, Refinancing or increase is permitted in accordance with the terms of the Second Priority Debt Documents and this Agreement) by the Second Priority Representatives or the Second Priority Secured Debt Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by (i) any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Obligations (so long as any such amendment, supplement, modification or Refinancing of the Senior Obligations does not increase the aggregate principal amount of debt for borrowed money constituting Senior Obligations in excess of the amount of such debt permitted to be incurred in accordance with the terms of the Second Priority Obligations Debt Documents) or the Second Priority Debt, or any portion thereof or (ii) any action or inaction which any of the Senior Secured Parties or the Second Priority Debt Obligations, Parties may take or any portion thereoffail to take in respect of the collateral securing the relevant Indebtedness. As between Holdings, the Borrower Borrowers and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Borrowers and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Debt Parties and without affecting the provisions hereofhereof (it being understood, except as otherwise expressly set forth hereinfor avoidance of doubt, that any such increase is subject to the 2nd paragraph of the definition of Senior Obligations to the extent applicable). The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Company and the other Grantors and the Second Priority Debt Parties or Senior Secured Parties, as the case may be, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Company and the other Grantors contained in any Second Priority Debt Document or Senior Debt Document, as the case may be, with respect to the Incurrence incurrence of additional Senior Obligations or Second Priority ObligationsDebt, as the case may be.

Nature of Senior Lender Claims. Each Second Second-Priority RepresentativeAgent, on behalf of itself and each Second applicable Second-Priority Secured Party under its Second Priority Debt FacilityParty, acknowledges that (a) a portion of the Senior Priority Obligations Lender Claims is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Lender Documents and the Senior Priority Obligations Lender Claims may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority ObligationsLender Claims, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations Lender Claims may be increased, in each case, without notice to or consent by the Second Second-Priority Representatives Agents or the Second Second-Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 2.1 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations Lender Claims or the Second Second-Priority Debt ObligationsClaims, or any portion thereof, that, in each case, complies with the terms of the applicable Senior Lender Documents and Second-Priority Documents. As between Holdingsthe Company, the Borrower and the other Grantors and the Second Second-Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Company and the other Grantors contained in any Second Second-Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority ObligationsLender Claims.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced in whole or in part from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority RepresentativeThe Third Lien Collateral [Agent][Trustee], on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facilityother Third Lien Party, acknowledges that (a) a portion of the Senior Priority Revolving Credit Agreement Obligations is are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced in whole or in part from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives Third Lien Collateral [Agent][Trustee] or the Second Priority Secured other Third Lien Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Third Lien Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Third Lien Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Third Lien Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second [[Subject to the limitations set forth in this Agreement,]] theThe Junior Priority Representative, on 1 NTD: Payment subordination to be contained in 2L notes documents themselves. behalf of itself and each Second Priority Junior Lien Secured Party under its Second Priority Debt Facilitythe Junior Lien Agreement, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations (including, for purposes hereof, any Excess Senior Obligations) may be amended, restated, amended and restated, supplemented or otherwise modified, [[and the Senior Priority Obligations (including for purposes hereof, the Excess Senior Obligations), or a portion thereof, may be Refinanced from time to time time]] and (cb) the aggregate amount of the Senior Priority Obligations (including for purposes hereof, any Excess Senior Obligations) may be increasedincreased from time to time, in each case, without notice to or consent by the Second Junior Priority Representatives Representative or the Second Priority Junior Lien Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any such amendment, restatement, amendment and restatement, supplement or other modification, modification or any Refinancing, Refinancing of either the Senior Priority Obligations Obligations, the Excess Senior Obligations, or the Second Priority Debt Junior Lien Obligations[[, or any portion thereof]]. As between Holdings, the Borrower and the other Grantors and the Second Priority Junior Lien Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Junior Lien Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Debt Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatementApria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced in whole or in part from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Borrowers and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Borrowers and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or to, consent by or other action on the part of the Second Priority Representatives or the Second Priority Secured Debt Parties and without affecting the provisions hereof, except including pursuant to Section 2.15 of the Credit Agreement so long as otherwise expressly set forth hereinsuch increase is not prohibited by the Senior Debt Documents and the Second Priority Debt Documents then in effect (for the avoidance of doubt any increase in the aggregate amount of the Senior Obligations permitted by the Senior Debt Documents and the Second Priority Debt Documents on the date hereof shall be permitted). The Lien priorities provided for in Section 2.01 2.1 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Junior Priority Representative, on behalf of itself and each Second other Junior Priority Secured Party under its Second the applicable Junior Priority Debt FacilityFacility of which it is the Representative, acknowledges that (a) a portion of the Senior Priority First Lien Obligations is may be revolving in nature and that that, in any such case, the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority First Lien Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority First Lien Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority First Lien Obligations may be increased, in each case, without notice to or consent by the Second Junior Priority Representatives or the Second other Junior Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority First Lien Obligations or the Second Junior Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Junior Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Junior Priority Debt Document with respect to the Incurrence of additional Senior Priority First Lien Obligations.

Nature of Senior Lender Claims. Each Second Junior Priority Representative, on behalf of itself and each Second Junior Priority Secured Party under its Second Junior Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Junior Priority Representatives or the Second Junior Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Junior Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Borrowers and the other Grantors and the Second Junior Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the any Borrower and the or any other Grantors Grantor contained in any Second Junior Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) all or a portion of the Senior Priority Obligations is may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the any Second Priority Representatives or the any Second Priority Secured Debt Parties and without affecting the provisions hereof, except hereof so long as otherwise expressly set forth hereinsuch increase is not prohibited by the Second Priority Debt Documents. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Company and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Company and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or to, consent by or other action on the part of the Second Priority Representatives or the Second Priority Secured Debt Parties and without affecting the provisions hereof, except including, without limitation, pursuant to Section 2.9 of the Credit Agreement so long as otherwise expressly set forth hereinsuch increase is not prohibited by the Second Priority Debt Documents then in effect (for the avoidance of doubt any increase in the aggregate amount of the Senior Obligations permitted by the Second Priority Debt Documents on the date hereof shall be permitted). The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors Grantors, on the one hand, and the Second Priority Secured Parties, on the other hand, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the or any other Grantors Grantor contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Debt Parties and without affecting the provisions hereof, except including, pursuant to Section 2.14 of the Senior Credit Agreement so long as otherwise expressly set forth hereinsuch increase is not prohibited by the Second Priority Debt Documents (for the avoidance of doubt any increase in the aggregate amount of the Senior Obligations permitted by the BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Second Priority Debt Documents on the date hereof shall be permitted). The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Borrowers and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Borrowers and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority RepresentativeAgent, on behalf of itself and each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, acknowledges that (a) a portion of the Senior Priority Obligations Lender Claims is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Lender Documents and the Senior Priority Obligations Lender Claims may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority ObligationsLender Claims, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations Lender Claims may be increased, in each case, without notice to or consent by the Second Priority Representatives Agents or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 2.1 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations Lender Claims or the Second Priority Debt ObligationsClaims, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority ObligationsLender Claims.

Nature of Senior Lender Claims. Each Second Junior Priority Representative, on behalf of itself and each Second other Junior Priority Secured Party under its Second the applicable Junior Priority Debt FacilityFacility of which it is the Representative, acknowledges that (a) a portion of the Senior Priority Obligations is may be revolving in nature and that that, in any such case, the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Junior Priority Representatives or the Second other Junior Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Junior Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Junior Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Junior Priority Debt Document with respect to the Incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) all or a portion of the Senior Priority Obligations is may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the any Second Priority Representatives or the any Second Priority Secured Debt Parties and without affecting the provisions hereofhereof so long as such increase is not prohibited by the Second Priority Debt Documents (and, except as otherwise expressly set forth hereinnotwithstanding anything to the contrary, any increase in the aggregate amount of the Senior Obligations permitted by the Second Priority Debt Documents on the date hereof shall be permitted). The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Company and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Company and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Borrowers and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the Borrowers or any other Grantors Grantor contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, acknowledges that (a) a portion of the Senior Priority Obligations Lender Claims is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Lender Documents and the Senior Priority Obligations Lender Claims may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority ObligationsLender Claims, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations Lender Claims may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 2.1 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations Lender Claims or the Second Priority Debt ObligationsClaims, or any portion thereof. As between Holdingsthe Company, the Borrower other Borrowers, and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdingsthe Company, the Borrower other Borrowers, and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority ObligationsLender Claims.

Nature of Senior Lender Claims. Each Second Priority RepresentativeAgent, on behalf of itself and each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, acknowledges that (a) a portion of the Senior Priority Obligations Lender Claims is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Lender Documents and the Senior Priority Obligations Lender Claims may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority ObligationsLender Claims, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations Lender Claims may be increased, in each case, without notice to or consent by the Second Priority Representatives Agents or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 2.1 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations Lender Claims or the Second Priority Debt ObligationsClaims, or any portion thereof. As between Holdingsthe Borrower, the Borrower and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority ObligationsLender Claims.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Debt Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents Documents, the First Lien Intercreditor Agreement and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time (and any such Refinancing into Indebtedness that constitutes Senior Obligations shall have the benefit of this Agreement) and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Debt Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Borrowers and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower and the Borrowers or any other Grantors Grantor contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior First Priority Obligations is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior First Priority Debt Documents and the Senior First Priority Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Senior First Priority Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior First Priority Obligations may be increasedincreased in the manner permitted under the First Priority Debt Documents and the Second Priority Debt Documents, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior First Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between Holdings, the Borrower Borrowers and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Borrowers and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior First Priority Obligations.

Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each applicable Second Priority Secured Party under its Second Priority Debt FacilityParty, acknowledges that (a) a portion of the Senior Priority Obligations is Lender Claims may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) the terms of the Senior Priority Debt Lender Documents and the Senior Priority Obligations Lender Claims may be amended, restated, amended and restated, supplemented or otherwise modified, Second Lien Intercreditor Agreement and the Senior Priority ObligationsLender Claims, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations Lender Claims may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 2.1 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the Senior Priority Obligations Lender Claims or the Second Priority Debt ObligationsClaims, or any portion thereof. As between Holdings, the Borrower Company and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the obligations of Holdings, the Borrower Company and the other Grantors contained in any Second Priority Debt Document with respect to the Incurrence incurrence of additional Senior Priority ObligationsLender Claims.