Common use of Amendments or Waivers of Certain Agreements Clause in Contracts

Amendments or Waivers of Certain Agreements. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Organizational Document, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document, is adverse in any material respect to the rights or interests of the Lenders. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 7.01 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or the Company, any of their Subsidiaries, or Lenders.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Revolving Credit Document, any Organizational DocumentDocument or the Management Services Agreement, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Revolving Credit Document, is adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Revolving Loan Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) any waiver of any default or event of default or any other waiver or amendment permitting or increasing (or having the effect of permitting or increasing) borrowing availability under the Borrowing Base (without increasing the Revolving Loan Commitments (as defined in the Revolving Credit Facility)), (B) payment of customary fees in connection with any waiver or amendment, or (C) any amendment implementing incremental or additional loans and/or commitments under the Revolving Loan Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 7.01 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or the Company, any of their Subsidiaries, or Lenders. Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment to the Management Services Agreement, or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Payment.

Amendments or Waivers of Certain Agreements. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Term Credit Document or any Organizational Document, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Term Credit Document, is adverse in any material respect to the rights or interests of the LendersLenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Term Credit Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) payment of customary fees in connection with any amendment or waiver, or (B) any amendment implementing incremental or additional loans and/or commitments under the Term Credit Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1; and provided, further, that with respect to the Organizational Documents of Holdings, Holdings shall be permitted to effect a Permitted Holdings Reincorporation) without obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 7.01 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or the Company, any of their Subsidiaries, or Lenders.

Amendments or Waivers of Certain Agreements. Each of Holdings and the Company (a) No Note Party shall not, and shall not (a) amend or permit any of its Subsidiaries to, terminate or agree amendments to any amendment, restatement, supplement Note Party’s Organizational Documents in a manner that is adverse to the Administrative Agent or other modification the Purchasers or the Note Parties; or (b) amend or permit any amendments to, or waiver terminate or waive any provision of, any of its rights under any Organizational DocumentMaterial Contract if such amendment, termination, or make waiver would be adverse to Administrative Agent or the Purchasers or to any payment consistent with an amendment thereof or change thereto (which amendment or other modificationof the Note Parties; provided however, in each case, it is expressly agreed that the case of Note Parties shall be permitted to make such amendments or changes that are necessary to consummate or implement the Transactions contemplated to occur on or about the Closing Date. (ib) an Organizational DocumentNo Note Party shall, is adverse in any material respect to the rights or interests of the Lenders. Each of Holdings and the Company nor shall not, and shall not it permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 7.01 which is subordinated to the ObligationsSubordinated Indebtedness, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Subordinated Indebtedness, increase the principal amount thereof, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof of such Subordinated Indebtedness (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Subordinated Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings any Note Party or the Company, any of their Subsidiaries, or LendersPurchasers.

Amendments or Waivers of Certain Agreements. Each of Holdings and the Company Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification Modification to, or waiver of, waive any of its rights under any Organizational DocumentCertificates or other Organizational Documents of any Loan Party, if such termination, Modification or waiver could reasonably be expected to be materially adverse to the Loan Parties, taken as a whole, or make any payment consistent with an amendment thereof or change thereto (which amendment Agent, Lender or other modification, in the case of (i) an Organizational Document, is adverse in any material respect to the rights or interests of the LendersSecured Party. Each of Holdings and the Company Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, amend Modify any of the First Lien Loan Documents, except as permitted by the Intercreditor Agreement. Holdings and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to, Modify or otherwise change waive any compensation, subordination or termination provisions of, or increase the terms obligations of any Indebtedness permitted Loan Party under, the Property Management Agreements if such Modification or waiver could reasonably be expected to be incurred under Section 7.01 which is subordinated materially adverse to the ObligationsLoan Parties, taken as a whole, or make any payment consistent with an amendment thereof Agent, Lender or change theretoother Secured Party, if and to the effect of such amendment or change is to increase the interest rate on or fees extent a replacement agreement in respect of any of the Property Management Agreements is entered into by any Loan Party, such Indebtednessreplacement agreement shall be on substantially similar terms as the Property Management Agreements or with Modifications which could not reasonably be expected to be materially adverse to the Loan Parties, change taken as a whole, or any Agent, Lender or other Secured Party. Holdings and the Borrowers shall not, and shall not permit any of their respective Subsidiaries or Affiliates to, Modify any of the terms and conditions of any of the Shareholder Loans or any documents evidencing or securing the same. Holdings and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to, Modify any Lease following the Effective Date in any manner that (x) could reasonably be expected to earlier datesbe materially adverse to the Loan Parties, taken as a whole, or any Agent, Lender or other Secured Party or (y) any dates upon which payments that results in an extension of principal or interest are due thereonthe term of such Lease, change any event of default or condition to an event of default with respect thereto except that Leases (other than to eliminate any Material Lease) existing as of the Effective Date may be extended or renewed following the Effective Date, but only on a month-to-month basis and only so long as any such event of default renewed or increase extended Lease is cancellable by the lessor at any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other time on not more than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or the Company, any of their Subsidiaries, or Lendersthirty days notice.

Amendments or Waivers of Certain Agreements. Each of Holdings and the Company Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification Modification to, or waiver of, waive any of its rights under any Organizational DocumentCertificates or other Organizational Documents of any Loan Party, if such termination, Modification or waiver could reasonably be expected to be materially adverse to the Loan Parties, taken as a whole, or make any payment consistent with an amendment thereof or change thereto (which amendment Agent, Lender or other modification, in the case of (i) an Organizational Document, is adverse in any material respect to the rights or interests of the LendersSecured Party. Each of Holdings and the Company Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, amend Modify any of the Second Lien Loan Documents, except as permitted by the Intercreditor Agreement. Holdings and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to, Modify or otherwise change waive any compensation, subordination or termination provisions of, or increase the terms obligations of any Indebtedness permitted Loan Party under, the Property Management Agreements if such Modification or waiver could reasonably be expected to be incurred under Section 7.01 which is subordinated materially adverse to the ObligationsLoan Parties, taken as a whole, or make any payment consistent with an amendment thereof Agent, Lender or change theretoother Secured Party, if and to the effect of such amendment or change is to increase the interest rate on or fees extent a replacement agreement in respect of any of the Property Management Agreements is entered into by any Loan Party, such Indebtednessreplacement agreement shall be on substantially similar terms as the Property Management Agreements or with Modifications which could not reasonably be expected to be materially adverse to the Loan Parties, change taken as a whole, or any Agent, Lender or other Secured Party. Holdings and the Borrowers shall not, and shall not permit any of their respective Subsidiaries or Affiliates to, Modify any of the terms and conditions of any of the Shareholder Loans or any documents evidencing or securing the same. Holdings and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to, Modify any Lease following the Effective Date in any manner that (x) could reasonably be expected to earlier datesbe materially adverse to the Loan Parties, taken as a whole, or any Agent, Lender or other Secured Party or (y) any dates upon which payments that results in an extension of principal or interest are due thereonthe term of such Lease, change any event of default or condition to an event of default with respect thereto except that Leases (other than to eliminate any Material Lease) existing as of the Effective Date may be extended or renewed following the Effective Date, but only on a month-to-month basis and only so long as any such event of default renewed or increase extended Lease is cancellable by the lessor at any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other time on not more than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or the Company, any of their Subsidiaries, or Lendersthirty days notice.

Amendments or Waivers of Certain Agreements. (a) Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, terminate or agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Revolving Credit Document, any Organizational DocumentDocument or the Management Services Agreement, or make any payment consistent with an amendment thereof or change thereto (which amendment or other modification, in the case of (i) an Organizational Document or any Revolving Credit Document, is adverse in any material respect to the rights or interests of the Lenders (provided that with respect to any termination, amendment, restatement, supplement or other modification to, or waiver of any Revolving Loan Document, none of the following amendments shall be deemed adverse for purposes of this clause (i): (A) any waiver of any default or event of default or any other waiver or amendment permitting or increasing (or having the effect of permitting or increasing) borrowing availability under the Borrowing Base (without increasing the commitments under the Revolving Credit Facility), (B) payment of customary fees in connection with any waiver or amendment, or (C) any amendment implementing incremental or additional loans and/or commitments under the Revolving Loan Documents to the extent the Indebtedness in respect thereof is permitted under Section 6.1 and provided, further, that with respect to the Organizational Documents of Holdings, Holdings shall be permitted to effect a Permitted Holdings Reincorporation) and (ii) the Management Services Agreement, involves the imposition of additional fees or any increase in fees payable thereunder (other than as set forth in this Section 6.15) or is adverse in any respect to the rights or interests of the Lenders), without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver. Each of Holdings and the Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of any Indebtedness permitted to be incurred under Section 7.01 6.1 which is subordinated to the Obligations, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on or fees in respect of such Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Indebtedness (or a trustee or other representative on their behalf) which would be adverse to Holdings or the Company, any of their Subsidiaries, or Lenders.