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 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; (iii) 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 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 ABL Agreement as in effect on the date hereof or pursuant to any refinancing thereof; (iv) 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; (vi) add any restriction on amendments, waivers or other modifications to the Term Loan Documents; (vii) 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 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; (iii) shorten the scheduled maturity of any loans under the ABL Agreement (other than in connection with an ABL Event of Default or the payment in full in cash of the ABL Debt to a date prior to the scheduled maturity thereof or by means of any other shortening date of the scheduled maturity as provided for loans under the ABL Agreement as in effect on the date hereof) to a date prior to the scheduled maturity date of the ABL Agreement as in effect on the date hereof or pursuant to any refinancing thereof; (iv) 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; (viii) add or modify any restriction on payment or prepayment of the Term Loan Debt; (viiv) add any restriction on amendments, waivers or other modifications to the Term Loan Documents; (viiv) 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; 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 the 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 the 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 Capthis Agreement; 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 add any recurring fees provided for or recurring charges by more than 300 basis points in the ABL Agreement; (iii) shorten aggregate from the scheduled maturity of the ABL Agreement (other than rates set forth 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 other shortening of the scheduled maturity as provided for under the ABL Agreement as in effect on the date hereofhereof (excluding (A) to a date prior to the scheduled maturity date increases resulting from application of any pricing grid set forth in the ABL Agreement as in effect on the date hereof or pursuant 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); (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; thereof (ivincluding any upfront, commitment or arrangement fees); (iii) modify (or have the effect of a modification of) the mandatory redemption or mandatory prepayment provisions of the ABL Agreement that require mandatory prepayments thereof, in each case, in a manner that increases makes them more restrictive to the amount or frequency of such required prepayments, or requires additional mandatory prepayments, limits the rights of Grantors with Loan Parties (taken as a whole) in any material respect thereto or changes the order and manner in which such prepayments are applied against the ABL Debt, or (excluding changes to earlier dates any scheduled dates for the payment of principal “dominion” triggers or interest with respect to the ABL Debt; (v) add or modify any restriction on payment or similar tests requiring prepayment of the Term Loan Debt; (vi) add any restriction on amendments, waivers or other modifications to the Term Loan Documents; (vii) contravene the provisions of this Agreement; or (viii) with respect to the Credit Card Notifications (as defined in loans under the ABL Agreement), amend ; (iv) cause the aggregate principal amount of “Loans” incurred or modify such Credit Card Notifications if such amendment and modification is or could be expected able to be materially adverse incurred thereunder to exceed the ABL Obligations Cap Amount (subject to the interests second sentence of the definition of “Excess ABL Obligations” set forth herein); (v) [reserved]; or (vi) directly restrict the Loan Parties from making regularly scheduled principal and interest payments on the Term Loan AgentObligations otherwise permitted by the ABL Agreement on the date hereof; provided that, for the avoidance of doubt, 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 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 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; or 3.0% per annum on a weighted average basis, (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; (iii) shorten the scheduled maturity or weighted average life to maturity of the ABL Agreement (other than in connection with an ABL Event of Default or the Obligations, require that any payment in full in cash of on the ABL Debt prior to the scheduled maturity thereof or by means of any other shortening of the scheduled maturity as provided for under the ABL Agreement as in effect on Obligations be made earlier than the date hereof) to a date prior to the originally scheduled maturity date of the ABL Agreement as in effect on for such payment or that any commitment expire any earlier than the date hereof or pursuant to any refinancing thereof; (iv) 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 prepaymentsoriginally scheduled therefor, or requires additional add or make more restrictive any mandatory prepaymentsprepayment, limits the rights of Grantors with respect thereto redemption, repurchase, sinking fund or changes the order and manner in which such prepayments are applied against the ABL Debtsimilar requirement, or changes to earlier dates any scheduled dates for the payment of principal or interest with respect to the ABL Debt; (viii) add or modify in a manner adverse to any restriction on payment Obligor or prepayment any Term Loan Creditor any covenant, agreement or event of default under the ABL Documents, (iv) restrict the amendment of the Term Loan Debt; 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) add any restriction on amendments, waivers amend or other modifications waive the conditions precedent to the Term Loan Documents; (vii) contravene the provisions of this Agreement; or (viii) with respect to the Credit Card Notifications (as defined in funding 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 AgentLoans.