Common use of Amendment; Joinder Agreements Clause in Contracts

Amendment; Joinder Agreements. (a) This Agreement may be amended or supplemented from time to time by written agreement of the Company, the Subsidiary Parties, the Authorized Representative of each Series of Secured Obligations, and the Collateral Agent. (b) The Collateral Agent shall not enter into, or consent to, any amendment, modification or supplement to any of the Security Documents without the consent or direction of the Authorized Representative of each Series of Secured Obligations; provided that: (i) the Collateral Agent may, at the direction of the Senior Note Trustee, amend, supplement or modify the Security Documents, without obtaining the consent or approval of the Exchangeable Note Trustee or the Exchangeable Note Holders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Senior Note Holders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein, or (d) do not otherwise materially adversely affect the rights of the Exchangeable Note Trustee and/or the Exchangeable Note Holders; and (ii) the Collateral Agent may, at the direction of the Exchangeable Note Trustee, amend, supplement or modify the Security Documents, without obtaining the consent or 0000-0000-0000 v13 31 approval of the Senior Note Trustee or the Senior Note Holders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Exchangeable Note Holders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein or (d) do not otherwise materially adversely affect the rights of the Senior Note Trustee and/or the Senior Note Holders; (iii) the Collateral Agent may amend or modify any Security Document without obtaining the consent or approval of the holders of Secured Obligations or the Authorized Representatives to the extent such amendment or modification is necessary to subject additional assets and other securities to the Liens under the Security Documents; and (iv) the Collateral Agent may enter into any amendment, modification or supplement to this Agreement as provided in Section 7.1(a). For the avoidance of doubt, no such amendments or modifications to the Security Documents shall be made without the prior written consent of the Company in accordance with the terms thereof. (c) The Collateral Agent will not enter into any amendment or supplement to any of the Security Documents unless the Collateral Agent has received an Officer’s Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in either Indenture, any other Security Document or the Junior Intercreditor Agreement, if any. Prior to executing any amendment or supplement to any of the Security Documents pursuant to this Section 7.1, the Collateral Agent will be entitled to receive (i) an Officer’s Certificate and an Opinion of Counsel of the Company, each to the effect that the execution of such document is authorized or permitted hereunder and under the other Security Documents and each of the Secured Documents and (ii) all opinions, certificates and other documents required to be delivered pursuant to each of the Security Documents and the Secured Documents. (d) Any amendment or supplement to any Security Document that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity will become effective only with the prior written consent of the Collateral Agent in its individual capacity. (e) Article 9 of each Indenture requires the written consent of the Collateral Agent to any amendment or supplement to the Indenture if the amendment or supplement adversely affects the rights, duties, liabilities or immunities of the Collateral Agent. If any such amended or supplemented Indenture does adversely affect the rights, duties, liabilities or immunities of the Collateral Agent, the Collateral Agent may, but need not, consent in writing to such amended or supplemented Indenture. In consenting to any amended or supplemented Indenture, the Collateral Agent shall be entitled to receive and (subject to Article IV) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such consent to such amended or supplemented Indenture is authorized or permitted by this Agreement and such Indenture. 0000-0000-0000 v13 32

Amendment; Joinder Agreements. (a) This Agreement may be amended or supplemented from time to time by written agreement of the Company, the Subsidiary PartiesGuarantors, the Authorized Representative of each Series of Secured Obligations, and the Collateral Agent. (b) The Collateral Agent shall not enter into, or consent to, any amendment, modification or supplement to any of the Security Documents without the consent or direction of the Authorized Representative of each Series of Secured Obligations; provided that: (i) the Collateral Agent may, at the direction of the Senior Note TrusteeWorking Capital Facility Agent, amend, supplement or modify the Security Documents, without obtaining the consent or approval of the Exchangeable Note Trustee or the Exchangeable Note Holders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Senior Note HoldersWorking Capital Facility Lenders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein, (d) add or remove parties to the Working Capital Facility Agreement in respect of any Working Capital Facility Obligations permitted to be incurred under the Indenture and this Agreement or (de) do not otherwise materially adversely affect the rights of the Exchangeable Note Trustee and/or the Exchangeable Note Holders; and (ii) the Collateral Agent may, at the direction of the Exchangeable Note Trustee, amend, supplement or modify the Security Documents, without obtaining the consent or 0000-0000-0000 v13 31 approval of the Senior Note Trustee Working Capital Facility Agent or the Senior Note HoldersWorking Capital Facility Lenders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Exchangeable Note Holders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein or (d) do not otherwise materially adversely affect the rights of the Senior Note Trustee Working Capital Facility Lenders and/or the Senior Note HoldersWorking Capital Facility Agent; (iii) the Collateral Agent may amend or modify any Security Document without obtaining the consent or approval of the holders of Secured Obligations or the Authorized Representatives to the extent such amendment or modification is necessary to, pursuant to Section 2.2(f), (a) release the first-priority security interests on such portion of the shares of Capital Stock and other securities that are deemed to no longer constitute part of the Collateral or (b) subject additional assets Capital Stock and other securities to the Liens under the Security Documents; and (iv) the Collateral Agent may enter into any amendment, modification or supplement to this Agreement as provided in Section 7.1(a). For the avoidance of doubt, no such amendments or modifications to the Security Documents shall be made without the prior written consent of the Company in accordance with the terms thereof. (c) The Collateral Agent will not enter into any amendment or supplement to any of the Security Documents unless the Collateral Agent has received an Officer’s Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in either Indentureany of the Working Capital Facility Agreement, the Indenture or any other Security Document or the Junior Intercreditor Agreement, if anyDocument. Prior to executing any amendment or supplement to any of the Security Documents pursuant to this Section 7.1, the Collateral Agent will be entitled to receive (i) an Officer’s Certificate and an Opinion of Counsel of the Company, each to the effect that the execution of such document is authorized or permitted hereunder and under the other Security Documents and each of the Secured Documents and (ii) all opinions, certificates and other documents required to be delivered pursuant to each of the Security Documents and the Secured Documents. (d) Any amendment or supplement to any Security Document that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity will become effective only with the prior written consent of the Collateral Agent in its individual capacity. (e) Article 9 of each the Indenture requires the written consent of the Collateral Agent to any amendment or supplement to the Indenture if the amendment or supplement adversely affects the rights, duties, liabilities or immunities of the Collateral Agent. If any such amended or supplemented Indenture does adversely affect the rights, duties, liabilities or immunities of the Collateral Agent, the Collateral Agent may, but need not, consent in writing to such amended or supplemented Indenture. In consenting to any amended or supplemented Indenture, the Collateral Agent shall be entitled to receive and (subject to Article IV) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such consent to such amended or supplemented Indenture is authorized or permitted by this Agreement and such the Indenture. 0000-0000-0000 v13 32.

Amendment; Joinder Agreements. (a) This Agreement may be amended or supplemented from time to time by written agreement of the Company, the Subsidiary PartiesGuarantors, the Authorized Representative of each Series of Secured Obligations, and the Collateral Agent. (b) The Collateral Agent shall not enter into, or consent to, any amendment, modification or supplement to any of the Security Documents without the consent or direction of the Authorized Representative of each Series of Secured Obligations; provided that: (i) the Collateral Agent may, at the direction of the Senior Note Trustee, amend, supplement or modify the Security Documents, without obtaining the consent or approval of the Exchangeable Note Trustee or the Exchangeable Note Holders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Senior Note Holders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein, or (d) do not otherwise materially adversely affect the rights of the Exchangeable Note Trustee and/or the Exchangeable Note Holders; and (ii) the Collateral Agent may, at the direction of the Exchangeable Note Trustee, amend, supplement or modify the Security Documents, without obtaining the consent or 0000-0000-0000 v13 31 approval of the Senior Note Trustee or the Senior Note Holders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Exchangeable Note Holders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein or (d) do not otherwise materially adversely affect the rights of the Senior Note Trustee and/or the Senior Note Holders; (iii) the Collateral Agent may amend or modify any Security Document without obtaining the consent or approval of the holders of Secured Obligations or the Authorized Representatives to the extent such amendment or modification is necessary to subject additional assets and other securities to the Liens under the Security Documents; and (iv) the Collateral Agent may enter into any amendment, modification or supplement to this Agreement as provided in Section 7.1(a). For the avoidance of doubt, no such amendments or modifications to the Security Documents shall be made without the prior written consent of the Company in accordance with the terms thereof. (c) The Collateral Agent will not enter into any amendment or supplement to any of the Security Documents unless the Collateral Agent has received an Officer’s Certificate to the 0000-0000-0000 v10 effect that such amendment or supplement will not result in a breach of any provision or covenant contained in either Indenture, any other Security Document or the Junior Intercreditor Agreement, if any. Prior to executing any amendment or supplement to any of the Security Documents pursuant to this Section 7.1, the Collateral Agent will be entitled to receive (i) an Officer’s Certificate and an Opinion of Counsel of the Company, each to the effect that the execution of such document is authorized or permitted hereunder and under the other Security Documents and each of the Secured Documents and (ii) all opinions, certificates and other documents required to be delivered pursuant to each of the Security Documents and the Secured Documents. (d) Any amendment or supplement to any Security Document that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity will become effective only with the prior written consent of the Collateral Agent in its individual capacity. (e) Article 9 of each Indenture requires the written consent of the Collateral Agent to any amendment or supplement to the Indenture if the amendment or supplement adversely affects the rights, duties, liabilities or immunities of the Collateral Agent. If any such amended or supplemented Indenture does adversely affect the rights, duties, liabilities or immunities of the Collateral Agent, the Collateral Agent may, but need not, consent in writing to such amended or supplemented Indenture. In consenting to any amended or supplemented Indenture, the Collateral Agent shall be entitled to receive and (subject to Article IV) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such consent to such amended or supplemented Indenture is authorized or permitted by this Agreement and such Indenture. 0000-0000-0000 v13 32.

Amendment; Joinder Agreements. (a) This Agreement may be amended or supplemented from time to time by written agreement of the Company, the Subsidiary PartiesGuarantors, the Authorized Representative of each Series of Secured Obligations, and the Collateral Agent. (b) The Collateral Agent shall not enter into, or consent to, any amendment, modification or supplement to any of the Security Documents without the consent or direction of the Authorized Representative of each Series of Secured Obligations; provided that: (i) the Collateral Agent may, at the direction of the Senior Note Trustee, amend, supplement or modify the Security Documents, without obtaining the consent or approval of the Exchangeable Note Trustee or the Exchangeable Note Holders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Senior Note Holders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein, or (d) do not otherwise materially adversely affect the rights of the Exchangeable Note Trustee and/or the Exchangeable Note Holders; and (ii) the Collateral Agent may, at the direction of the Exchangeable Note Trustee, amend, supplement or modify the Security Documents, without obtaining the consent or 0000-0000-0000 v13 31 approval of the Senior Note Trustee or the Senior Note Holders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Exchangeable Note Holders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein or (d) do not otherwise materially adversely affect the rights of the Senior Note Trustee and/or the Senior Note Holders; (iii) the Collateral Agent may amend or modify any Security Document without obtaining the consent or approval of the holders of Secured Obligations or the Authorized Representatives to the extent such amendment or modification is necessary to subject additional assets and other securities to the Liens under the Security Documents; and (iv) the Collateral Agent may enter into any amendment, modification or supplement to this Agreement as provided in Section 7.1(a). For the avoidance of doubt, no such amendments or modifications to the Security Documents shall be made without the prior written consent of the Company in accordance with the terms thereof. (c) The Collateral Agent will not enter into any amendment or supplement to any of the Security Documents unless the Collateral Agent has received an Officer’s Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in either Indenture, any other Security Document or the Junior Intercreditor Agreement, if any. Prior to executing any amendment or supplement to any of the Security Documents pursuant to this Section 7.1, the Collateral Agent will be entitled to receive (i) an Officer’s Certificate and an Opinion of Counsel of the Company, each to the effect that the execution of such document is authorized or permitted hereunder and under the other Security Documents and each of the Secured Documents and (ii) all opinions, certificates and other documents required to be delivered pursuant to each of the Security Documents and the Secured Documents. (d) Any amendment or supplement to any Security Document that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity will become effective only with the prior written consent of the Collateral Agent in its individual capacity. (e) Article 9 of each Indenture requires the written consent of the Collateral Agent to any amendment or supplement to the Indenture if the amendment or supplement adversely affects the rights, duties, liabilities or immunities of the Collateral Agent. If any such amended or supplemented Indenture does adversely affect the rights, duties, liabilities or immunities of the Collateral Agent, the Collateral Agent may, but need not, consent in writing to such amended or supplemented Indenture. In consenting to any amended or supplemented Indenture, the Collateral Agent shall be entitled to receive and (subject to Article IV) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such consent to such amended or supplemented Indenture is authorized or permitted by this Agreement and such Indenture. 0000-0000-0000 v13 32.

Amendment; Joinder Agreements. (a) This Agreement may be amended or supplemented from time to time by written agreement of the Company, the Subsidiary PartiesGuarantors, the Authorized Representative of each Series of Secured Obligations, and the Collateral Agent. (b) The Collateral Agent shall not enter into, or consent to, any amendment, modification or supplement to any of the Security Documents without the consent or direction of the Authorized Representative of each Series of Secured Obligations; provided that: (i) the Collateral Agent may, at the direction of the Senior Note TrusteeWorking Capital Facility Agent, amend, supplement or modify the Security Documents, without obtaining the consent or approval of the Exchangeable Note Priority Facility Agent, the Priority Facility Lenders, the Trustee or the Exchangeable Note Holders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Senior Note HoldersWorking Capital Facility Lenders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein, (d) add or remove parties to the Working Capital Facility Agreement in respect of any Working Capital Facility Obligations permitted to be incurred under the Priority Facility Agreement, the Indenture and this Agreement or (de) do not otherwise materially adversely affect the rights of the Exchangeable Note Priority Facility Lenders and/or Priority Facility Agent, or the Trustee and/or the Exchangeable Note Holders; and (ii) the Collateral Agent may, at the direction of the Exchangeable Note Trustee, amend, supplement or modify the Security Documents, without obtaining the consent or 0000-0000-0000 v13 31 approval of the Senior Note Trustee Priority Facility Agent, the Priority Facility Lenders, the Working Capital Facility Agent or the Senior Note HoldersWorking Capital Facility Lenders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Exchangeable Note Holders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein or (d) do not otherwise materially adversely affect the rights of the Senior Note Trustee Priority Facility Lenders and/or Priority Facility Agent, or the Working Capital Facility Lenders and/or the Senior Note HoldersWorking Capital Facility Agent; (iii) the Collateral Agent may, at the direction of the Priority Facility Agent, amend, supplement or modify the Security Documents, without obtaining the consent or approval of the Trustee, the Holders, the Working Capital Facility Agent or Working Capital Facility Lenders, solely to the extent that such amendments, supplements or modifications (a) only affect the rights of the Priority Facility Lenders, (b) are administrative or ministerial in nature or correct typographical errors or omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral Agent therein or (d) do not otherwise materially adversely affect the rights of the Trustee and/or Holders, or the Working Capital Facility Lenders and/or the Working Capital Facility Agent; (iv) the Collateral Agent may amend or modify any Security Document without obtaining the consent or approval of the holders of Secured Obligations or the Authorized Representatives to the extent such amendment or modification is necessary to, pursuant to Section 2.2(f), (a) release the security interests on such portion of the shares of Capital Stock and other securities that are deemed to no longer constitute part of the Collateral securing the Note Obligations or (b) subject additional assets Capital Stock and other securities to the Liens under the Security Documents; and; (ivv) the Collateral Agent may enter into any amendment, modification or supplement to this Agreement as provided in Section 7.1(a). For ; and (vi) the avoidance Collateral Agent may, at the direction of doubtthe Working Capital Facility Agent and the Trustee, no such amendments amend, supplement or modifications to modify the Security Documents shall be made insofar as they relate to the Non-Priority Collateral, without obtaining the prior written consent or approval of the Company in accordance with Priority Facility Agent or the terms thereofPriority Facility Lenders. (c) The Collateral Agent will not enter into any amendment or supplement to any of the Security Documents unless the Collateral Agent has received an Officer’s Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in either Indentureany of the Priority Facility Agreement, the Working Capital Facility Agreement, the Indenture or any other Security Document or the Junior Intercreditor Agreement, if anyDocument. Prior to executing any amendment or supplement to any of the Security Documents pursuant to this Section 7.1, the Collateral Agent will be entitled to receive (i) an Officer’s Certificate and an Opinion of Counsel of the Company, each to the effect that the execution of such document is authorized or permitted hereunder and under the other Security Documents and each of the Secured Documents and (ii) all opinions, certificates and other documents required to be delivered pursuant to each of the Security Documents and the Secured Documents. (d) Any amendment or supplement to any Security Document that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity will become effective only with the prior written consent of the Collateral Agent in its individual capacity. (e) Article 9 of each the Indenture requires the written consent of the Collateral Agent to any amendment or supplement to the Indenture if the amendment or supplement adversely affects the rights, duties, liabilities or immunities of the Collateral Agent. If any such amended or supplemented Indenture does adversely affect the rights, duties, liabilities or immunities of the Collateral Agent, the Collateral Agent may, but need not, consent in writing to such amended or supplemented Indenture. In consenting to any amended or supplemented Indenture, the Collateral Agent shall be entitled to receive and (subject to Article IV) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such consent to such amended or supplemented Indenture is authorized or permitted by this Agreement and such the Indenture. 0000-0000-0000 v13 32.