Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof may be amended, supplemented, waived or modified without the written agreement and consent of the parties thereto and Lessee, provided that where the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, modification, waiver or supplement shall, (i) without the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Note, or reduce the rate or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment, (iii) without the consent of Indenture Trustee, amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor. (b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b). (c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or any other Operative Document, the consent of all Tranche B Lenders is required and the consent of Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement.
Appears in 1 contract
Samples: Participation Agreement (Universal Compression Holdings Inc)
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither Neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof provision of this Agreement may be amendedwaived, supplemented, waived amended or modified without except pursuant to an agreement or agreements in writing entered into by Borrower and the written agreement and consent of the parties thereto and Lessee, provided that where the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Required Lenders, as and acknowledged by the case may beAdministrative Agent, and any such consent shall be binding or, in the case of clause (x) on Indenture Trustee any other Loan Documents, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and all Tranche A Noteholdersthe Obligor or Obligors that are parties thereto, in each case with the consent of the Required Lenders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no each such amendment, modification, waiver waiver, or supplement shall, consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such agreement shall (i) extend or increase the Commitment of any Lender without the written consent of such Lender or extend the Commitment Termination Date without the written consent of each Lender (it being understood that a waiver of any condition set forth in Article 6 or the waiver of any Default shall not constitute an extension or increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable under this Agreement, without the written consent of each Lender affected thereby, provided that, only the consent of a Tranche A Noteholder the Required Lenders shall be necessary to (A) amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest or fees in respect of LCs at the Default Rate, or (B) amend any financial covenant under Article 9 (or any defined term used therein), extend even if the final scheduled maturity effect of such Tranche A Noteamendment would be to reduce the rate of interest on any Loan or LC Disbursement or to reduce any fee payable hereunder or the amount of any mandatory prepayment hereunder, (iii) reduce the face amount of (or the amount which may be drawn upon) any LC or reduce the rate of interest thereon, or reduce any fees payable under this Agreement, without the written consent of each Lender affected thereby, (iv) postpone the Final Maturity Date or scheduled date of payment of the principal amount of any Loan, Swingline Loan, or LC Borrowing, or any interest thereon, or any fees payable under this Agreement, or reduce the rate amount of, waive or extend excuse any such payment, or postpone the time scheduled date of payment expiration of interest thereon any Commitment or Multicurrency Revolving Subcommitment, without the written consent of each Lender affected thereby (except (x) in connection for the avoidance of doubt, mandatory prepayments pursuant to Section 3.3 may be postponed, delayed, reduced, waived or modified with the waiver consent of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cashRequired Lenders only), (Bv) alter the pro rata sharing of payments required under this Agreement or change Section 11.5, without the written consent of each Lender affected thereby, (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights under this Agreement or make any determination or grant any consent under this Agreement, without the written consent of each Lender, (vii) release any Subsidiary Guarantor from its Guarantee under the Guarantee and Security Agreement except as expressly provided in Section 12.10(a)(ii) or as expressly provided in the Guarantee and Security Agreement, or limit the liability of the Subsidiary Guarantors in respect of the Guarantee and Security Agreement, without the written consent of each Lender, (viii) release all or substantially all of the Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment, (iii) without the consent of Indenture Trustee, amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor.
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amendeach Lender, supplementprovided, modify that nothing herein shall prohibit the Administrative Agent from releasing any Collateral, or require the consent of the other Lenders for such release, if such release is expressly permitted under this Agreement or as expressly provided in the Guarantee and Security Agreement, (ix) waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants condition set forth in Section 9.3 hereofArticle 6 without the written consent of each Lender, (x) change the definition of “Required Secured Parties” in the Guarantee and Security Agreement, without the written consent of each Secured Party, (xi) waive, alter or amend any Security Document in a manner which shall adversely affect the relative rights of any Secured Party as against any other Secured Party without the prior written consent of such adversely affected Secured Party, (xii) subordinate (A) the payment and priority of the terms Obligations to any other Indebtedness or (B) the priority of the Tranche B Loan Agreement and Tranche B Notes, any of Liens securing the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair Obligations to the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b).
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or Liens securing any other Operative Document, Indebtedness without the prior written consent of all Tranche B Lenders is required and the consent of Majority Tranche B Lenders each affected Lender, or (but not all Tranche B Lendersxii) is obtained, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to change Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement.2.4
Appears in 1 contract
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof may be amended, supplemented, waived or modified without the written agreement and consent of the parties thereto and Lessee, provided that where the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, -------- ------- modification, waiver or supplement shall, (i) without the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Note, or reduce the rate or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment, (iii) without the consent of Indenture Trustee, amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor.
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b).
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or any other Operative Document, the consent of all Tranche B Lenders is required and the consent of Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed pro-posed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement.
Appears in 1 contract
Samples: Participation Agreement (BRL Universal Equipment Corp)
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither Neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof provision of this Agreement may be amendedwaived, supplemented, waived amended or modified except pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Documents, pursuant to an agreement or agreements in writing entered into by Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written agreement and consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable under this Agreement, without the written consent of each Lender affected thereby, (iii) reduce the face amount of (or the amount which may be drawn upon) any LC or reduce the rate of interest thereon, or reduce any fees payable under this Agreement, without the written consent of each Lender affected thereby, (iv) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable under this Agreement, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (v) alter the pro rata sharing of payments required under this Agreement, without the written consent of each Lender, (vi) change any of the provisions of this Section 13.8 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights under this Agreement or make any determination or grant any consent under this Agreement, without the written consent of each Lender, (vii) release all or substantially all the Guarantors from their Guarantees under their Guaranty except as expressly provided in the Guaranty, or limit the liability of the Guarantors in respect of their Guaranty, without the written consent of each Lender or (viii) release all or substantially all of the Collateral without the written consent of each Lender; provided that, nothing herein shall prohibit Agent from releasing any Collateral, or require the consent of the parties thereto and Lesseeother Lenders for such release, if such release is expressly permitted under this Agreement; provided that where no such agreement shall amend, modify or otherwise affect the rights or duties of Agent, any LC Issuer under this Agreement without the prior written consent of Indenture Trustee, Agent or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B LendersLC Issuer, as the case may be.
(b) Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and Agent (and, if their rights or obligations are affected thereby the LC Issuers) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
(c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement, except that the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender.
(d) No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any other Loan Document shall in any event be effective unless the same shall be in writing and signed and delivered by the Required Lenders, and then any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, modification, waiver or supplement shall, (i) without the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Note, or reduce the rate or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions shall be effective only in the Operative Documents shall not constitute a reduction in specific instance and for the rate of interest or fees specific purpose for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment, (iii) without the consent of Indenture Trustee, amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessorwhich given.
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b).
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or any other Operative Document, the consent of all Tranche B Lenders is required and the consent of Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement.
Appears in 1 contract
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunderNone of this Agreement, neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) Loan Document, nor any terms hereof or thereof may be amended, supplementedwaived, waived supplemented or modified without the prior written agreement and consent of Administrative Agent, the parties thereto and LesseeMajority Lenders (or, provided that where with the consent of Indenture TrusteeMajority Lenders, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenderstheir behalf) and each Loan Party party to the relevant Loan Document; provided, as the case may behowever, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, modification, waiver or supplement shall, that:
(i) without the prior written consent of Administrative Agent, no modification shall be effective with respect to any provision in a Tranche A Noteholder Loan Document that relates to any rights, duties or discretion of Administrative Agent;
(ii) without the prior written consent of each Issuing Bank, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of an Issuing Bank;
(iii) without the prior written consent of the Swingline Lender, no modification shall be effective with respect to Section 2.5;
(iv) without the prior written consent of each affected Lender (except a Defaulting Lender as provided in Section 4.3 and this Section 12.1), no modification shall be effective that would (A), extend ) increase the final scheduled maturity Revolving Commitment of such Tranche A NoteLender; (B) reduce the amount of, or reduce the rate waive or extend the time of delay payment of interest thereon (except (x) in connection with the waiver of applicability of of, any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of principal, interest or fees for purposes payable to such Lender; (C) extend the Revolving Termination Date; or (D) alter Section 5.1, 5.2, 5.3 or 5.7 of this clause Agreement or Section 3(a) of the Guarantee and Collateral Agreement (except to add Collateral);
(v) without the prior written consent of all Lenders (except a Defaulting Lender as provided in Section 4.3 and this Section 12.1), no modification shall be effective that would (A) notwithstanding amend any provision of this Section 12.1(a), (B) reduce any percentage specified in the fact that such amendment or modification would otherwise actually result definition of Majority Lenders; (C) increase the Total Revolving Commitments to an amount in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) excess of the respective amendment Maximum Facility Amount; (D) consent to the assignment or modification was not to decrease the pricing pursuant to transfer by any Borrower of any of its rights and obligations under this Agreement and the other Operative Loan Documents), or reduce the principal amount thereof ; (except to the extent repaid in cash), (BE) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (Collateral, except as expressly provided herein)contemplated by the Loan Documents (including, (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this without limitation, Section 12.2 (other than clauses (ii) through (vi) 9.10 of this Section 12.2(aAgreement)), ; (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (BF) release any Borrower or all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agent's interest in the Lessor Collateral Agreement; (except G) other than as expressly provided herein), (C) reduce the percentage specified in the definition of Borrowing Base with respect to Majority Tranche B LendersLenders approving an increase in percentages reduced during a Default, (D) amend this Section 12.2 (other than clauses (i) through (vi) the definitions of this Section 12.2(a)) or (E) extend or “Borrowing Base” to increase the amounts or percentages set forth therein to an amount or a percentage greater than set forth in such definition as of the Closing Date (provided that the exercise by Administrative Agent or any Specified Agent-Related Person of any of its Tranche B Commitmentrights hereunder with respect to any Availability Reserve, (iii) without the consent of Indenture TrusteeEligible Receivables, amend, modify or waive any provision relating Eligible Petroleum Inventory shall not be deemed an amendment to the rights of Indenture Trusteeamounts and percentages), (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating “Availability,” “Eligible Receivables,” “Eligible Petroleum Inventory,” to the rights extent doing so would cause more of any Loan Parties’ assets to become eligible thereunder, or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor“Applicable Percentage”.
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor Any such waiver and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver supplement or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b)12.1 shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, Administrative Agent and all future holders of the Loans to the extent applicable to such Person party to the Loan Document being amended. In the case of any waiver, the Loan Parties, the Lenders and Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon. Administrative Agent may, without the consent of any Lender, enter into any Security Document or any amendment, waiver, or release to the extent necessary to provide for additional Collateral as contemplated by any provision of this Agreement, to subordinate any Lien securing the Secured Obligations to the extent permitted by the terms of this Agreement or to provide for the release of Collateral or of any Guarantor to the extent permitted by the terms of this Agreement. Notwithstanding the provisions of this subsection, no Defaulting Lender shall have the right to vote to approve or disapprove or consent or withhold consent to any waiver or modification of any provision of any Loan Document, release any Collateral or any Guarantor or to direct the actions of Administrative Agent; provided that any waiver, amendment or modification that (w) reduces the amounts of any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans, (x) increases the maximum amount which such Defaulting Lender is committed hereunder to lend, (y) extends the Revolving Credit Termination Date with respect to such Defaulting Lender’s Revolving Commitment, or (z) postpones the dates fixed for payments of principal or interest on the Loans shall require the approval or consent of such Defaulting Lender.
(c) If, Notwithstanding anything herein or in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or any other Operative DocumentLoan Document to the contrary, except as otherwise provided in Section 5.7, at any time an Event of Default exists, the agreement of Borrowers shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of Lenders, Swingline Lender, Administrative Agent, any Specified Agent-Related Person and/or Issuing Bank as among themselves. Only the consent of all Tranche B Lenders the parties to any agreement of the type described in Section 3.3(b) or relating to a Bank Product Agreement shall be required for any modification of such agreement, and any non-Lender that is required and the consent of Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then Lessee party to a Bank Product Agreement shall have the no right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B participate in any manner in modification of any other Loan Document. Any waiver or consent granted by Administrative Agent, the Swingline Lender, any Issuing Bank or Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender hereunder shall be obligated to assign its rights hereunder unless all of its interest or effective only if in writing and only for the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreementmatter specified.
Appears in 1 contract
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof may be amended, supplemented, waived or modified without the written agreement and consent of the parties thereto and Lessee, provided that where the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, modification, waiver or supplement shall, (i) without the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Note, or reduce the rate or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment, (iii) without the consent of Indenture Trustee, amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor.be
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of -71- 73 the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b).
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or any other Operative Document, the consent of all Tranche B Lenders is required and the consent of Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement.
Appears in 1 contract
Samples: Participation Agreement (Universal Compression Inc)
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof may be amended, supplemented, waived or modified without the written agreement and consent of the parties thereto and Lessee, provided that where the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, modification, waiver or supplement shall, (i) without the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Note, or reduce the rate or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, Lenders or (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment), (iii) without the consent of Indenture Trustee, amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor.
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b).
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or any other Operative Document, the consent of all Tranche B Lenders is required and the consent of Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement.
Appears in 1 contract
Samples: Participation Agreement (BRL Universal Equipment Corp)
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither this This Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof may be amended, supplementedand the Company may take any action herein prohibited, waived or modified omit to perform any act herein required to be performed by it, only with the written consent to such amendment, action or omission to act, of the Significant Holder, or the holder of Warrants exchangeable into 5% or more of the Common Stock from time to time outstanding, affected by such amendment, action or omission to act and each holder of any Security at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 17C, whether or not such Security shall have been marked to indicate such consent; provided that notwithstanding anything in this paragraph 17C to the contrary, without the written agreement and consent of the parties thereto and Lesseeholder or holders of all Securities at the time outstanding, provided that where no consent, amendment or waiver to or under this Agreement shall extend or reduce the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, modification, waiver or supplement shall, (i) without the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Noteany Security, or reduce the rate or extend affect the time of payment of interest thereon (except (x) in connection payable with respect to any Security, or affect the waiver of applicability exchange or conversion rights of any post-default increase in interest rates and (y) that Security, or affect the time, amount or allocation of any amendment required or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents)optional prepayments, or reduce the proportion of the amount of the Securities required with respect to any consent, amendment or waiver of, or contemplated by, this Agreement; and provided, further, that no amendment to this Agreement shall increase the remaining principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan the Notes or extend increase the rate or affect the time of payment of interest thereon payable with respect to the Notes, in each case from that in effect as of the date hereof, or materially adversely affect the rights (except (xtaken as a whole) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf holder of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment, (iii) Senior Debt without the consent of Indenture Trustee, amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor.
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amendthe Agent (as defined in the Credit Agreement). The Company shall promptly send copies of any amendment, supplement, modify consent or waive waiver (and any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where request for any such amendment, supplementconsent or waiver) relating to this Agreement, waiver any Related Agreement or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect)Securities to the Purchasers and, 17to the extent practicable, 28.3, 29.3 and 29.4 of shall consult with the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b).
(c) If, Purchasers in connection with any proposed changeeach such amendment, consent and waiver, discharge or termination to any . No course of dealing between the provisions of this Agreement or any other Operative Document, the consent of all Tranche B Lenders is required Company and the consent holder of Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then Lessee any Security nor any delay in exercising any rights hereunder or under any Security shall have the right to replace each such non-consenting Tranche B Lender (so long operate as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time a waiver of any rights of any holder of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership AgreementSecurity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Decrane Aircraft Holdings Inc)
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided The consent of Requisite Lenders, Borrowers and subject Principal will be required to the rights assigned by Lessor to Collateral Agent hereunderamend, neither modify, or terminate any material provision of this Agreement nor in any material respect, and the consent of Requisite Lenders will be required to waive any material provision of this Agreement in any material respect or any of the other Operative Document Loan Documents in favor of Lenders (unless such provision relates solely to an Obligation of a single Lender, in which case, such Lender shall be entitled to waive such provision for itself only). By way of clarification, the consent of Requisite Lenders, Borrower and Principal shall be required to amend, modify or terminate any provision of this Agreement of any of the other Loan Documents in any of the following respects:
(i) consent to allow the Borrowers to create, incur, assume or suffer to exist any liability for subordinate debt, or Lien (other than Liens expressly permitted by the Limited Partnership Agreement) nor any terms hereof against any of the Collateral, and other than subordinate debt permitted to be created, incurred or thereof may be amended, supplemented, waived or modified assumed without the written agreement and prior consent of Agent pursuant to Section 7.9 of this Agreement);
(ii) execute and deliver any intercreditor or subordination agreements related to any Debt, other than any Debt to any Lender or as otherwise permitted under this Agreement;
(iii) consent to allow any Borrower to terminate or reduce any healthcare license pertaining to any Project;
(iv) consent to allow any direct or indirect owner of any Borrower to undertake any transfer described in Section 7.2 of this Agreement, other than any transfer permitted without the parties thereto and Lesseeprior consent of Lender or Agent pursuant to Section 7.2 of this Agreement; provided, provided that where however, the consent of Indenture TrusteeAgent and MLC (if MLC holds a pro rata share of at least forty percent (40%)) only shall at all times on or before October 5, 2005 be required to allow any direct or Tranche B Lenders is requiredindirect owner of any Borrower to consent to any transfer described in Section 7.2 (other than any transfer permitted without the prior consent of Lender or Agent pursuant to Section 7.2 of this Agreement);
(v) waive any lockbox or cash management provisions contained in Section 7.15 of this Agreement or any lockbox or cash management agreement;
(vi) release of any portion of the Collateral, such consent (except as provided belowexpressly permitted under the provisions of this Agreement;
(vii) may be given consent to the assignment, delegation or other transfer by any Borrower or other Loan Party of any of its rights and obligations under any Loan Document, except as expressly permitted by the terms of the Loan Documents; or In addition to and without limiting the foregoing,
(xA) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, modification, termination, waiver or supplement shallconsent shall be effective to do any of the following, (i) without unless in writing and signed by all Lenders and Agent, or by Agent, with the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Note, or reduce the rate or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a all Lenders:
(1) any consent any reduction in the principal amount or interest rate of interest or fees for purposes of this clause payable; (A2) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) any consent to any extension of the respective amendment date fixed for any payment of principal or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof interest payable; (except to the extent repaid in cash), (B3) any release of all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided hereinif the sale, disposition or release of such Collateral is permitted hereunder or under any other Loan Document), ; (C4) reduce the percentage specified in any amendment to the definition of Majority Tranche A Noteholders the term "REQUISITE LENDERS" or the percentage of Lenders which shall be required for Lenders to take any action hereunder; or (D5) amend this Section 12.2 (other than clauses (ii) through (vi) any amendment to or waiver of this Section 12.2(a)), (ii) without 12.3 or the consent definitions of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend terms used in this Section 12.3 insofar as the time of payment of interest thereon (except (x) in connection with definitions affect the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes substance of this clause Section 12.3; and
(A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, B) so long as the primary purpose any Lender holds a Pro Rata Share of at least forty percent (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents40%), Agent shall not consent to or reduce the principal amount thereof (except to the extent repaid approve or determine any matter contained in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment, (iii) without the consent of Indenture Trustee, amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor.Sections 2.10
(b) Notwithstanding anything (with respect to extending the contrary in Section 12(a) above, (i) subject to clause (i) time for satisfying the conditions for release of Section 12.2(aa Release Project), Lessee3.1(a), Lessor 3.1(b), 3.1(c), 3.2(c), 3.3, 7.4, 7.8, 7.25, 8.2(a), 8.2(d)(i), 8.2(d)(ii) (with respect to material changes in a Project's authorized units/beds capacity and/or the number of units/beds approved by State Regulator and/or the allocation of beds/units between assisted living, independent living and Indenture Trustee acting on behalf skilled nursing) or 8.2(k) or 9.9 of Majority Tranche A Noteholders may amendthis Agreement, supplement, modify or waive any of without the Lessee covenants set forth in Section 9.2 hereof and with the prior written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b)Lender.
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or any other Operative Document, the consent of all Tranche B Lenders is required and the consent of Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement.
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Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject Administrative Agent may amend or waive any provision of this Agreement or any other Loan Document, or consent to any departure by any party to the rights assigned by Lessor Loan Documents therefrom which amendment, waiver or consent is intended to Collateral Agent hereunderbe within Administrative Agent’s discretion or determination, neither this Agreement nor any or otherwise in Administrative Agent’s reasonable determination shall not have a Material Adverse Effect. Any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof amendment, waiver or thereof may be amended, supplemented, waived or modified without consent shall require the written agreement and consent of the parties thereto and LesseeRequired Lenders; provided, provided that where the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided furtherhowever, that no such amendment, modification, waiver or supplement consent shall, :
(i) without the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Note, or reduce the rate or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (Ea) extend or increase the amount Commitment of its Tranche B Commitmentany Lender (or reinstate any Commitment terminated by the exercise of remedies hereunder by Administrative Agent), (iii) without the written consent of Indenture Trustee, amend, modify such Lender (it being understood that a waiver of a Default or waive Event of Default shall not constitute an extension or increase in any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Administrative Agent, (v) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor.Lender’s Commitment);
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive postpone any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b).
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of date fixed by this Agreement or any other Operative Loan Document for any payment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any portion of the Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that Administrative Agent may waive any obligation of Borrower to pay interest at the Default Rate and/or late charges for periods of up to thirty (30) days, and only the consent of all Tranche B the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate or late charges thereafter, or to amend the definition of “Default Rate” or “late charges”;
(d) change the percentage of the combined Commitments or of the aggregate unpaid principal amount of the Loan which is required and for the Lenders or any of them to take any action hereunder, without the written consent of Majority Tranche B each Lender;
(e) change the definition of “Pro Rata Share” or “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders (but not all Tranche B Lenders) is obtainedrequired to amend, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one waive or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its otherwise modify any rights hereunder unless all or make any determination or grant any consent hereunder, without the written consent of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement.each Lender;
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Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither Neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof provision of this Agreement may be amendedwaived, supplemented, waived amended or modified without except pursuant to an agreement or agreements in writing entered into by the written agreement Borrower and consent of the parties thereto and LesseeRequired Lenders (with an executed copy provided to Administrative Agent) or, provided that where the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee any other Loan Documents, pursuant to an agreement or agreements in writing entered into by Administrative Agent and all Tranche A Noteholdersthe Loan Party or Loan Parties that are parties thereto, and in each case with the case consent of clause (y)the Required Lenders; provided that, on all Tranche B Lenders, provided further, that no such amendment, modification, waiver or supplement shall, agreement shall (i) increase the Commitment of any Lender without the written consent of a Tranche A Noteholder such Lender, (Aii) reduce the principal amount of any Loan or reduce the rate of interest thereon or reduce any fees payable under this Agreement, without the written consent of each Lender affected thereby (provided that this clause (ii) shall not apply to the waiver of the application of the Default Rate pursuant to Section 3.1(b)), extend (iii) reduce any fees payable under this Agreement, without the final written consent of each Lender affected thereby (iv) postpone the scheduled maturity date of such Tranche A Notepayment of the principal amount of any Loan, or any interest thereon, or any fees payable under this Agreement, or reduce the rate amount of, waive or extend excuse any such payment, or postpone the time scheduled date of payment of interest thereon (except (x) in connection with the waiver of applicability expiration of any post-default increase Commitment, without the written consent of each Lender affected thereby, (v) alter the pro rata sharing of payments required under this Agreement or the application of payments set forth in interest rates and Section 3.3(c), Section 3.6 or Section 11.4, without the written consent of each Lender, (yvi) that change any amendment of the provisions of this Section 13.8 or modification that is agreed the definition of “Required Lenders”, “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to by Indenture Trustee acting on behalf waive, amend or modify any rights under this Agreement or make any determination or grant any consent under this Agreement, without the written consent of Majority Tranche A Noteholders directly affected thereby to each Lender, (vii) release all or substantially all the financial definitions Guarantors from their Guarantees under their Guaranty except as expressly provided in the Operative Documents shall not constitute a reduction in Guaranty, or limit the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) liability of the respective amendment or modification was not to decrease Guarantors in respect of their Guaranty, without the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash)written consent of each Lender, (Bviii) release all or substantially all of the Collateral Agent's interest without the written consent of each Lender, provided, that nothing herein shall prohibit Collateral Agent from releasing any Collateral, or require the consent of the other Lenders for such release, if such release is expressly permitted under this Agreement, (ix) approve any amendment or waiver that would result in the Lessor Collateral Lenders under one class or tranche of Loans receiving a lesser prepayment or repayment relative to any other class or tranche of the Loans without the written consent of Lenders holding Loans representing more than 50% of the aggregate Loans under such negatively affected class or tranche (x) (x)subordinate the Liens securing the Obligations except as expressly provided hereinpermitted by Section 12.13(a)(ii), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (Dy) amend subordinate the rights to receive payments under, the Loans to any other Debt not permitted under this Agreement without the written consent of each Lender affected thereby or (xi) modify the provisions of Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) 6.2 without the consent of a Tranche B Lender the Required Revolving Lenders (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Administrative Agent acting on behalf of Majority Tranche B Lenders directly affected thereby addition to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ARequired Lenders); provided that, notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i) through (vi) of this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B Commitment, (iii) without the consent of Indenture Trustee, no such agreement shall amend, modify or waive any provision relating to the rights of Indenture Trustee, (iv) without the consent of Administrative Agent, amend, modify or waive any provision relating to otherwise affect the rights or obligations of duties of, or any fees or other amounts payable to the Administrative Agent, (v) Agent or Collateral Agent under this Agreement without the prior written consent of the Administrative Agent or Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of Collateral Agent or (vi) without the consent of Lessor General Partner, amend, modify or waive any provision relating to the rights or obligations of Lessor General Partner or Lessor.
(b) Notwithstanding anything to the contrary in Section 12(a) above, (i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture Trustee acting on behalf of Majority Tranche A Noteholders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.2 hereof and with the written consent of Lessor amend, supplement, modify or waive any of the terms of the Indenture or Tranche A Notes in accordance with the terms thereof as applicable and (ii) subject to clause amendments that affect only the Revolving Credit Facility (iiand no other Facility) of Section 12.2(a), Lessee, Lessor and Administrative Agent acting on behalf of Majority Tranche B Lenders may amend, supplement, modify or waive any of the Lessee covenants set forth in Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or modification of maintenance obligations would impair the value of any Item of Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement made in accordance with this Section 12.2.(b).
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or any other Operative Document, shall require the consent of all Tranche B Lenders is required and the consent of Majority Tranche B Required Revolving Lenders (but and not all Tranche B the Required Lenders) is obtained, then Lessee shall have the right to replace each such non-consenting Tranche B Lender (so long as all non-consenting Tranche B Lenders are so replaced) with one or more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the time of such replacement, each such Replacement Tranche B Lender consents to the proposed change, waiver, discharge or termination; provided however, no Tranche B Lender shall be obligated to assign its rights hereunder unless all of its interest or the interest of any Affiliate thereof in Lessor is assigned in accordance with the terms of the Limited Partnership Agreement).
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