Common use of Amendments to ABL Documents Clause in Contracts

Amendments to ABL Documents. The ABL Documents may be amended, supplemented or otherwise modified in accordance with their terms and the ABL Agreement may be refinanced, in each case, without notice to, or the consent of Term Loan Agent or the other Term Loan Secured Parties, all without affecting the lien subordination or other provisions set forth in this Agreement (even if any right of subrogation or other right or remedy of Term Loan Agent or any other Term Loan Secured Party is affected, impaired or extinguished thereby); provided, that: (a) the holders of the ABL Debt as so Refinanced bind themselves in a writing addressed to Term Loan Agent to the terms of this Agreement, and (b) without the prior written consent of Term Loan Agent, any such amendment, supplement, modification or refinancing shall not: (i) increase the maximum amount of the aggregate commitments under the ABL Agreement to an amount greater than the ABL Cap; (ii) shorten the scheduled maturity of any loans under the ABL Agreement to a date prior to the scheduled maturity date of the loans under the ABL Agreement as in effect on the date hereof; (iii) add or modify any restriction on payment or prepayment of the Term Loan Debt; (iv) add any restriction on amendments, waivers or other modifications to the Term Loan Documents; (v) shorten the weighted average life to maturity of the ABL Debt from the weighted average life to maturity as in effect on the date hereof; or (vi) contravene the provisions of this Agreement.

Amendments to ABL Documents. The ABL Documents may be amended, supplemented or otherwise modified in accordance with their terms and the ABL Agreement may be refinanced, in each case, without notice to, or the consent of the Term Loan Agent or the other Term Loan Secured Parties, all without affecting the lien subordination or other provisions set forth in this Agreement (even if any right of subrogation or other right or remedy of Term Loan Agent or any other Term Loan Secured Party is affected, impaired or extinguished thereby); provided, that: (a) the holders of the ABL Debt as so Refinanced bind themselves in a writing addressed to the Term Loan Agent to the terms of this Agreement, and (b) without the prior written consent of the Term Loan Agent, any such amendment, supplement, modification or refinancing shall not: (i) increase the maximum amount of the aggregate commitments under the ABL Agreement to an amount greater than the ABL Cap; or (ii) increase the “Applicable Margin” or similar component of the interest rate by more than three percent (3%) per annum (excluding increases resulting from the accrual of interest at the default rate or changes in the underlying rate) or increase the amount, or frequency of payment, of any recurring fees provided for in the ABL Agreement; (iiiii) shorten the scheduled maturity of the ABL Agreement (other than in connection with an ABL Event of Default or the payment in full in cash of the ABL Debt prior to the scheduled maturity thereof or by means of any loans other shortening of the scheduled maturity as provided for under the ABL Agreement as in effect on the date hereof) to a date prior to the scheduled maturity date of the loans under the ABL Agreement as in effect on the date hereofhereof or pursuant to any refinancing thereof; (iiiiv) modify (or have the effect of a modification of) the prepayment provisions of the ABL Agreement that require mandatory prepayments in a manner that increases the amount or frequency of such required prepayments, or requires additional mandatory prepayments, limits the rights of Grantors with respect thereto or changes the order and manner in which such prepayments are applied against the ABL Debt, or changes to earlier dates any scheduled dates for the payment of principal or interest with respect to the ABL Debt; (v) add or modify any restriction on payment or prepayment of the Term Loan Debt; (ivvi) add any restriction on amendments, waivers or other modifications to the Term Loan Documents; (v) shorten the weighted average life to maturity of the ABL Debt from the weighted average life to maturity as in effect on the date hereof; or (vivii) contravene the provisions of this Agreement; or (viii) with respect to the Credit Card Notifications (as defined in the ABL Agreement), amend or modify such Credit Card Notifications if such amendment and modification is or could be expected to be materially adverse to the interests of the Term Loan Agent.

Amendments to ABL Documents. The ABL Documents may be amended, supplemented or otherwise modified in accordance with their terms Each Loan Party and the ABL Agreement may be refinancedRepresentative, in each case, without notice to, or on behalf of itself and the consent of Term Loan Agent or the other Term Loan ABL Secured Parties, all without affecting the lien subordination agrees that it shall not at any time execute or deliver any amendment or other provisions set forth in this Agreement (even if modification to any right of subrogation or other right or remedy of Term Loan Agent or any other Term Loan Secured Party is affected, impaired or extinguished thereby); provided, that: (a) the holders of the ABL Debt as so Refinanced bind themselves in a writing addressed to Term Loan Agent to the terms of this Agreement, and (b) Documents without the prior written consent of the Term Loan Agent, any such amendment, supplement, modification or refinancing shall not: Representative that would (i) increase contravene the maximum amount terms of the aggregate commitments under the ABL Agreement to an amount greater than the ABL Cap; this Agreement; (ii) shorten increase the scheduled maturity of any loans under the ABL Agreement to a date prior to the scheduled maturity date “Applicable Margin” (or similar component of the loans under interest rate) or increase or add any recurring fees or recurring charges by more than 300 basis points in the aggregate from the rates set forth in the ABL Agreement as in effect on the date hereof; hereof (iiiexcluding (A) add or modify increases resulting from application of any restriction on payment or prepayment of the Term Loan Debt; (iv) add any restriction on amendments, waivers or other modifications to the Term Loan Documents; (v) shorten the weighted average life to maturity of pricing grid set forth in the ABL Debt from the weighted average life to maturity Agreement as in effect on the date hereofhereof or changes in underlying reference rates not caused by an amendment, supplement, modification or refinancing of the ABL Agreement (other than a benchmark replacement with a successor reference rate); or (B) increases resulting from the accrual of interest or fees at the default rate therefor; (C) the addition of customary administrative agent fees in connection with any syndication of the ABL Obligations; and (D) one-time, non-recurring fees, whether payable at one time or in multiple installments, in connection with an amendment or waiver or similar agreement relating to the ABL Documents or customary one time fees in connection with any extension of any additional financing thereunder or refinancing thereof (including any upfront, commitment or arrangement fees); (iii) modify (or have the effect of a modification of) the mandatory redemption or mandatory prepayment provisions thereof, in each case, in a manner that makes them more restrictive to the Loan Parties (taken as a whole) in any material respect (excluding changes to “dominion” triggers or similar tests requiring prepayment of the loans under the ABL Agreement); (iv) cause the aggregate principal amount of “Loans” incurred or able to be incurred thereunder to exceed the ABL Obligations Cap Amount (subject to the second sentence of the definition of “Excess ABL Obligations” set forth herein); (v) [reserved]; or (vi) contravene directly restrict the provisions Loan Parties from making regularly scheduled principal and interest payments on the Term Loan Obligations otherwise permitted by the ABL Agreement on the date hereof; provided that, for the avoidance of this Agreementdoubt, the foregoing clauses (ii) through (v) shall not apply with respect to any ABL DIP Financing.

Amendments to ABL Documents. The ABL Documents may be amended, supplemented or otherwise modified Until the termination of this Agreement in accordance with their terms Section 8.1 has occurred, and notwithstanding anything to the contrary contained in the ABL Agreement may be refinancedDocuments, in each case, without notice to, or the consent of Term Loan Agent or the other Term Loan Secured Parties, all without affecting the lien subordination or other provisions set forth in this Agreement (even if any right of subrogation or other right or remedy of Term Loan Agent or any other Term Loan Secured Party is affected, impaired or extinguished thereby); provided, that: (a) the holders of the ABL Debt as so Refinanced bind themselves in a writing addressed to Term Loan Agent to the terms of this AgreementCreditors shall not, and (b) without the prior written consent of the Term Loan AgentLender, any such amendmentamend, restate, supplement, modification modify, substitute, renew or refinancing shall not: Refinance any or all of the ABL Documents to (i) directly or indirectly increase the maximum amount interest rate in respect of the aggregate commitments under ABL Obligations (excluding, without limitation, imposition of the default rate set forth in the ABL Agreement to an amount greater Documents in effect as of the date hereof) by more than the ABL Cap; 3.0% per annum on a weighted average basis, (ii) shorten the scheduled maturity of any loans under the ABL Agreement to a date prior to the scheduled maturity date of the loans under the ABL Agreement as in effect on the date hereof; (iii) add or modify any restriction on payment or prepayment of the Term Loan Debt; (iv) add any restriction on amendments, waivers or other modifications to the Term Loan Documents; (v) shorten the weighted average life to maturity of the ABL Debt from the weighted average life to maturity as in effect Obligations, require that any payment on the ABL Obligations be made earlier than the date hereof; or originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, or add or make more restrictive any mandatory prepayment, redemption, repurchase, sinking fund or similar requirement, (iii) add or modify in a manner adverse to any Obligor or any Term Loan Creditor any covenant, agreement or event of default under the ABL Documents, (iv) restrict the amendment of the Term Loan Documents except as set forth in Section 4.1, (v) increase the principal amount of the ABL Obligations (other than, subject to clause (i) above, as a result of interest thereon, fees or other Obligations under the ABL Documents having been paid in-kind or capitalized) or (vi) contravene amend or waive the provisions of this Agreementconditions precedent to funding the ABL Loans.