Common use of Amendment of Priority Lien Security Documents Clause in Contracts

Amendment of Priority Lien Security Documents. (a) From and after the date, if any, that there is Priority Lien Debt other than that arising under the Credit Facility, no amendment or supplement to the provisions of any Priority Lien Security Document will be effective without the approval of the Priority Lien Collateral Agent acting as directed by the Required Priority Lien Debtholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Shared Real Estate Collateral, securing additional Priority Lien Obligations that was otherwise permitted by the terms of the Priority Lien Documents to be secured by the Shared Real Estate Collateral or preserving, perfecting or establishing the priority of the Priority Liens or the rights of the Priority Lien Collateral Agent therein will become effective when executed and delivered by Fleetwood or any applicable Obligor party thereto and the Priority Lien Collateral Agent; (2) no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Priority Lien Obligations: (A) to vote its outstanding Priority Lien Debt as to any matter described as subject to direction by the Required Priority Lien Debtholders (or amends the provisions of this clause (2) or the definition of "Required Priority Lien Debtholders"), (B) to share in the order of application described under Section 3.1 in the proceeds of enforcement of or realization on any Shared Real Estate Collateral, or (C) to require that Priority Liens be released only as set forth in the provisions described under Section 5.1, will become effective without the consent of the requisite percentage or number of holders of each Series of Priority Lien Debt so affected under the applicable Priority Lien Document; and (3) no amendment or supplement that imposes any obligation upon the Priority Lien Collateral Agent or any Priority Lien Representative or adversely affects the rights of the Priority Lien Collateral Agent or any Priority Lien Representative, in its individual capacity as such, will become effective without the consent of the Priority Lien Collateral Agent or such Priority Lien Representative. (b) Any amendment or supplement to the provisions of the Priority Lien Security Documents that releases Shared Real Estate Collateral will be effective only in accordance with the requirements set forth in the applicable Priority Lien Documents referenced under 5.1. (c) So long as any obligations under the Credit Facility are outstanding, Fleetwood may not designate any facility (other than any arising as a consequence of an amendment, modification, extension, restatement, replacement, refunding or refinancing of a Credit Facility) as a Credit Facility without the consent of the Required Priority Lien Debtholders, which consent may be withheld in the sole discretion of the Required Priority Lien Debtholders.

Amendment of Priority Lien Security Documents. (a) From and after the date, if any, that there is Priority Lien Debt other than that arising under the Credit Facility, no amendment or supplement to the provisions of any Priority Lien Security Document will be effective without the approval of the Priority Lien Collateral Agent acting as directed by the Required Priority Lien Debtholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Shared Real Estate Collateral, securing additional Priority Lien Obligations that was otherwise permitted by the terms of the Priority Lien Documents to be secured by the Shared Real Estate Collateral or preserving, perfecting or establishing the priority of the Priority Liens or the rights of the Priority Lien Collateral Agent therein will become effective when executed and delivered by Fleetwood or any applicable Obligor party thereto and the Priority Lien Collateral Agent; (2) no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Priority Lien Obligations: (A) to vote its outstanding Priority Lien Debt as to any matter described as subject to direction by the Required Priority Lien Debtholders (or amends the provisions of this clause (2) or the definition of "“Required Priority Lien Debtholders"”), (B) to share in the order of application described under Section 3.1 in the proceeds of enforcement of or realization on any Shared Real Estate Collateral, or (C) to require that Priority Liens be released only as set forth in the provisions described under Section 5.1, will become effective without the consent of the requisite percentage or number of holders of each Series of Priority Lien Debt so affected under the applicable Priority Lien Document; and (3) no amendment or supplement that imposes any obligation upon the Priority Lien Collateral Agent or any Priority Lien Representative or adversely affects the rights of the Priority Lien Collateral Agent or any Priority Lien Representative, in its individual capacity as such, will become effective without the consent of the Priority Lien Collateral Agent or such Priority Lien Representative. (b) Any amendment or supplement to the provisions of the Priority Lien Security Documents that releases Shared Real Estate Collateral will be effective only in accordance with the requirements set forth in the applicable Priority Lien Documents referenced under 5.1. (c) So long as any obligations under the Credit Facility are outstanding, Fleetwood may not designate any facility (other than any arising as a consequence of an amendment, modification, extension, restatement, replacement, refunding or refinancing of a Credit Facility) as a Credit Facility without the consent of the Required Priority Lien Debtholders, which consent may be withheld in the sole discretion of the Required Priority Lien Debtholders.

Amendment of Priority Lien Security Documents. (a) From and after the date, if any, that there is Priority Lien Debt other than that arising under the Credit Facility, no No amendment or supplement to the provisions of any Priority Lien Security Document will be effective without the approval of the Priority Lien Collateral Agent acting as directed by the Required Priority Lien Debtholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Shared Real Estate Collateral, securing additional Priority Lien Obligations Debt that was otherwise permitted by the terms of the Priority Lien Documents to be secured by the Shared Real Estate Collateral or preserving, perfecting or establishing the priority of the Priority Liens or the rights of the Priority Lien Collateral Agent therein will become effective when executed and delivered by Fleetwood any Borrower or any other applicable Obligor Pledgor party thereto and the Priority Lien Collateral Agent; (2) no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Priority Lien Obligations: (A) to vote its outstanding Priority Lien Debt as to any matter described as subject to direction by the Required Priority Lien Debtholders (or amends the provisions of this clause (2) or the definition of "“Required Priority Lien Debtholders"”), (B) to share in the order of application described under Section 3.1 in the proceeds of enforcement of or realization on any Shared Real Estate Collateral, or (C) to require that Priority Liens be released only as set forth in the provisions described under Section 5.1, will become effective without the consent of the requisite percentage or number of holders of each Series of Priority Lien Debt so affected under the applicable Priority Lien Document; and (3) no amendment or supplement that imposes any obligation upon the Priority Lien Collateral Agent or any Priority Lien Debt Representative or adversely affects the rights of the Priority Lien Collateral Agent or any Priority Lien Representative, in its individual capacity as such, will become effective without the consent of the Priority Lien Collateral Agent or such Priority Lien Representative. (b) Any amendment or supplement to the provisions of the Priority Lien Security Documents that releases Shared Real Estate Collateral will be effective only in accordance with the requirements set forth in the applicable Priority Lien Documents referenced under Section 5.1. (c) So long as any obligations under the Credit Facility are outstanding, Fleetwood may not designate any facility (other than any arising as a consequence of an amendment, modification, extension, restatement, replacement, refunding or refinancing of a Credit Facility) as a Credit Facility without the consent of the Required Priority Lien Debtholders, which consent may be withheld in the sole discretion of the Required Priority Lien Debtholders.

Amendment of Priority Lien Security Documents. (a) From and after the date, if any, that there is Priority Lien Debt other than that arising under the Credit Facility, no No amendment or supplement to the provisions of any Priority Lien Security Document will be effective without the approval of the Priority Lien Collateral Agent acting as directed by the Required Priority Lien Debtholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Shared Real Estate Collateral, securing additional Priority Lien Obligations Debt that was otherwise permitted by the terms of the Priority Lien Documents to be secured by the Shared Real Estate Collateral or preserving, perfecting or establishing the priority of the Priority Liens or the rights of the Priority Lien Collateral Agent therein will become effective when executed and delivered by Fleetwood Borrower or any other applicable Obligor Guarantor party thereto and the Priority Lien Collateral Agent; (2) no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Priority Lien Obligations: (A) to vote its outstanding Priority Lien Debt as to any matter described as subject to direction by the Required Priority Lien Debtholders (or amends the provisions of this clause (2) or the definition of "Required Priority Lien Debtholders"), (B) to share in the order of application described under Section 3.1 4.1 in the proceeds of enforcement of or realization on any Shared Real Estate Collateral, or (C) to require that Priority Liens be released only as set forth in the provisions described under Section 5.1, will become effective without the consent of the requisite percentage or number of holders of each Series of Priority Lien Debt so affected under the applicable Priority Lien Document; and (3) no amendment or supplement that imposes any obligation upon the Priority Lien Collateral Agent or any Priority Lien Debt Representative or adversely affects the rights of the Priority Lien Collateral Agent or any Priority Lien Representative, in its individual capacity as such, will become effective without the consent of the Priority Lien Collateral Agent or such Priority Lien Representative. (b) Any amendment or supplement to the provisions of the Priority Lien Security Documents that releases Shared Real Estate Collateral will be effective only in accordance with the requirements set forth in the applicable Priority Lien Documents referenced under Section 5.1. (c) So long as any obligations under the Credit Facility are outstanding, Fleetwood may not designate any facility (other than any arising as a consequence of an amendment, modification, extension, restatement, replacement, refunding or refinancing of a Credit Facility) as a Credit Facility without the consent of the Required Priority Lien Debtholders, which consent may be withheld in the sole discretion of the Required Priority Lien Debtholders.