Common use of Amendments to Agreements Clause in Contracts

Amendments to Agreements. (a) Borrower shall not terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Management Agreement without the prior written consent of the Lender, which consent may be withheld in Lender's sole discretion. (b) The General Partner shall not, either as a general partner or a limited partner, terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Partnership Agreement without the prior written consent of the Lender, which shall not be unreasonably withheld, conditioned or delayed, except that the General Partner may, without Lender's consent, enter into administrative or ministerial amendments that do not impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents. (c) The General Partner will not, without the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed, enter into or consent to any termination, amendment, waiver or supplement of any of the provisions of the General Partner's Certificate of Incorporation and By-Laws, except that such consent of the Lender shall not be required for any waiver, amendment or modification of such Certificate of Incorporation or By-Laws that does not in any way (i) affect the obligations of the Borrower owed to the Lender under this Agreement and the other Related Documents, or (ii) impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or (iii) impair the value of the Borrower's interests in the Inns or the Management Agreement. In the event of any waiver, amendment or modification of the General Partner's Certificate of Incorporation or By-Laws with respect to which the General Partner believes that the consent of the Lender is not required, the Borrower shall furnish to the Lender (i) at least ten days prior to execution thereof, a copy of the proposed amendment or modification, and (ii) within 30 days following the execution and delivery thereof a copy thereof, certified to be true and complete by the General Partner.

Amendments to Agreements. The Borrower will not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (a) Borrower shall not terminate or enter into or consent to any amendment, modification, waiver modification or supplement of), any document, agreement or instrument evidencing the Senior Notes or the Senior Term Loans (or any replacements, substitutions or renewals thereof), or pursuant to which the Senior Notes or the Senior Term Loans are issued or extended, where such amendment, modification or supplement provides for the following or which has any of the following effects: (a) increases the overall principal amount of any provision such Indebtedness or increases the amount of the Management Agreement without the prior written consent any single scheduled installment of the Lender, which consent may be withheld principal or interest in Lender's sole discretion.excess of amounts otherwise permitted under this Agreement; (b) The General Partner shall not, either as a general partner shortens or a limited partner, terminate accelerates the date upon which any installment of principal or enter into interest becomes due or consent to adds any amendment, modification, waiver or supplement of any provision of the Partnership Agreement without the prior written consent of the Lender, which shall not be unreasonably withheld, conditioned or delayed, except that the General Partner may, without Lender's consent, enter into administrative or ministerial amendments that do not impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents.additional mandatory redemption provisions; (c) The General Partner will not, without shortens the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed, enter into or consent to any termination, amendment, waiver or supplement of any of the provisions of the General Partner's Certificate of Incorporation and By-Laws, except that such consent of the Lender shall not be required for any waiver, amendment or modification final maturity date of such Certificate of Incorporation Indebtedness or By-Laws that does not in any way (i) affect otherwise accelerates the obligations of the Borrower owed to the Lender under this Agreement and the other Related Documents, or (ii) impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or (iii) impair the value of the Borrower's interests in the Inns or the Management Agreement. In the event of any waiver, amendment or modification of the General Partner's Certificate of Incorporation or By-Laws amortization schedule with respect to such Indebtedness; (d) increases the rate of interest accruing on such Indebtedness; (e) provides for the payment of additional fees or increases existing fees other than amendment fees paid in the ordinary course; 76 (f) amends or modifies any financial or negative covenant (or covenant which prohibits or restricts the General Partner believes Borrower or any of its Subsidiaries from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower or such Subsidiary or which is otherwise materially adverse to the Borrower, its Subsidiaries and/or the Lenders or, in the case of adding covenants, which places material additional restrictions on the Borrower or such Subsidiary or which requires the Borrower or such Subsidiary to comply with more restrictive financial ratios or which requires the Borrower to better its financial performance from that set forth in the consent of existing financial covenants (taking into account the Lender is not requiredaggregate adjustments, if any, to the thresholds and exceptions applicable thereto on a covenant by covenant basis); (g) results in this Agreement, the Borrower shall furnish other Loan Documents, and the credit facilities evidenced hereby, not constituting a "Qualified Credit Facility" under the Senior Note Indenture or the Senior Term Loan Agreement; or (h) amends, modifies or adds any affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Lender (i) at least ten days prior to execution thereofBorrower, a copy of its Subsidiaries and/or the proposed amendment or modification, and (ii) within 30 days following the execution and delivery thereof a copy thereof, certified to be true and complete by the General PartnerLenders.

Amendments to Agreements. (a) Borrower shall Except in connection with the Acquisition and Equity Transactions or other transactions not reasonably expected to have a material and adverse effect on the Agent or the Lenders or the interests of the Agent or the Lenders (i) none of the Loan Parties will or will allow the Managing General Partner, or its other partners to terminate or enter into amend the organizational or consent to any amendment, modification, waiver or supplement governing documents of any provision of the Management Agreement such Loan Party without the prior written consent of the LenderRequired Lenders, which consent may be withheld in Lender's sole discretion. (bii) The Borrower shall cause the Managing General Partner shall not, either as a general partner or a limited partner, not to terminate or enter into amend the organizational or consent to any amendment, modification, waiver or supplement of any provision governing documents of the Partnership Agreement Managing General Partner without the prior written consent of the LenderRequired Lenders, which shall and (iii) no Loan Party will amend the Master Lease Agreement or allow the Master Lease Agreement to be amended without the prior written consent of Agent (such approval not to be unreasonably withheld, conditioned or delayed, except that ). (b) Neither the General Partner may, without Lender's consent, enter into administrative or ministerial amendments that do not impair Borrower nor any Loan Party shall permit the rights and remedies terms of the Lender under this Agreement Preferred Equity and Warrants to be amended in a manner materially adverse to the other Related Documents Agent or the position and Lenders or the interests of the Lender as a secured party entitled Agent or the Lenders. It is understood and agreed that, for the purposes of this Section 6.25(b) and without limitation, that any amendment, waiver or other action that results in the following modifications to the security interests terms of the Preferred Equity and Warrants shall be deemed to receive payments be materially adverse to the Agent and Lenders and their respective interests: (i) the Preferred Units ceasing to be treated as contemplated by this Agreement and equity or mezzanine equity under GAAP, (ii) permitting the other Related Documentsredemption of Preferred Units at the election of the issuer or holders thereof in a manner not permitted as of the date hereof or (iii) adding mandatory redemption provisions, event of default, maturity, acceleration or equivalent provisions not in existence as of the date hereof. (c) The General Partner will notNotwithstanding the foregoing with respect to any amendment set forth above, without the prior written Loan Parties shall provide Agent with a fully executed copy thereof on the effective date of such amendment regardless of whether Agent’s consent is required to such amendment pursuant to Section 4.1 hereof.” (s) Amendment to Section 6.26(a) of the LenderCredit Agreement. Effective as of the Fourth Amendment Effective Date, which consent shall not be unreasonably withheldSection 6.26(a) of the Credit Agreement is hereby amended and restated to read as follows: (a) No Loan Party shall, conditioned directly or delayedindirectly, enter into voluntarily purchase, redeem, defease or consent to prepay any terminationprincipal of, amendmentpremium, waiver if any, interest or supplement other amount payable in respect of any of the provisions of the General Partner's Certificate of Incorporation and By-LawsIndebtedness prior to its scheduled maturity, except that such consent of the Lender shall not be required for any waiver, amendment or modification of such Certificate of Incorporation or By-Laws that does not in any way other than (i) affect the obligations of the Borrower owed to the Lender under this Agreement and the other Related Documents, or Obligations; (ii) impair Indebtedness secured by a Permitted Lien if the rights and remedies asset securing such Indebtedness has been sold or otherwise disposed of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or in accordance with Section 6.20; (iii) impair the value of the Borrower's interests Indebtedness permitted by Section 6.17(d) upon any refinancing thereof in the Inns accordance therewith; (iv) Indebtedness permitted by Sections 6.17(e) and 6.17(j), so long as (A) no Default has occurred and is continuing or the Management Agreement. In the event of any waiverwould immediately result therefrom, amendment (B) prior to and immediately after giving effect to such redemption, prepayment or modification of the General Partner's Certificate of Incorporation or By-Laws with respect to which the General Partner believes that the consent of the Lender is not requireddefeasement, the Borrower shall furnish to be in pro forma compliance with the Lender (i) at least ten days prior to execution thereof, a copy of the proposed amendment or modificationfinancial covenants set forth herein, and (iiC) within 30 days following the execution prior to and delivery thereof a copy thereofimmediately after giving effect to such redemption, certified prepayment or defeasement, Borrower shall have excess Availability of at least $100,000,000; and (v) Indebtedness in an aggregate amount not to be true and complete by the General Partnerexceed $2,000,000 in any Fiscal Year.”

Amendments to Agreements. (a) Borrower shall not terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Management Agreement without the prior written consent of the Lender, which consent may be withheld in Lender's sole discretion. (b1) The General Partner shall notIndenture Trustee will from time to time, either as upon receipt of a general partner or a limited partner, terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Partnership Agreement without the prior written consent of the Lender, which shall not be unreasonably withheld, conditioned or delayed, except that the General Partner may, without Lender's consent, enter into administrative or ministerial amendments that do not impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents. (c) The General Partner will not, without the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayedWritten Order, enter into or consent to to, as applicable, any termination, proposed amendment, supplementation, modification, restatement or waiver of, or supplement any proposed postponement of compliance with, any provision of any of the provisions of the General Partner's Certificate of Incorporation and By-Laws, except that such consent of the Lender shall not be required for any waiver, amendment Programme Agreement to which it is a party or modification of such Certificate of Incorporation or By-Laws that does not in any way (i) affect the obligations of the Borrower owed to the Lender under this Agreement and the other Related Documents, or (ii) impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or (iii) impair the value of the Borrower's interests in the Inns or the Management Agreement. In the event of any waiver, amendment or modification of the General Partner's Certificate of Incorporation or By-Laws with respect to which the General Partner believes that Trust is required to obtain the prior consent of the Indenture Trustee in accordance with the terms hereof, which action or consent, as applicable, is to be taken or given by the Indenture Trustee without the necessity of obtaining the consent of the Lender is not requiredSpecified Creditors, if, in the Borrower shall furnish to opinion of the Lender Indenture Trustee, such amendment, supplementation, modification, restatement, waiver or postponement (i) at least ten days prior is necessary or advisable in order to execution thereofincorporate, a copy reflect or comply with any legislation applicable to the parties to any such Programme Agreement; or (ii) would not reasonably be expected to, individually or in the aggregate, materially adversely affects the rights or interests of the proposed Specified Creditors; provided that, if any such amendment or waiver affects the amount or timeliness of payment to any Specified Creditor or otherwise materially adversely affects the rights or interests of any Specified Creditor, then (i) if such Specified Creditor is a Noteholder, subject to Section 11.11(2), such amendment, supplementation, modification, restatement, waiver or postponement shall not be made without the receipt by the Indenture Trustee of an Extraordinary Resolution of the applicable affected Noteholders; and (ii) within 30 days following if such Specified Creditor is not a Noteholder, such amendment, supplementation, modification, restatement, waiver or postponement shall not be made without the written consent of such affected Specified Creditor, except, in each case, to the extent required to incorporate, reflect or comply with any applicable legislation as referred to above. The Indenture Trustee shall provide notice to the related Rating Agencies of any such amendment or waiver. (2) Notwithstanding anything in Section 14.03(1) to the contrary, the Indenture Trustee may decline to enter into or consent to, as applicable, any proposed amendment, supplementation, modification, restatement or waiver of, or any proposed postponement of compliance with, any provision of any Programme Agreement contemplated in Section 14.03(1) that adversely affects its own rights, duties or immunities under this Indenture or otherwise. (3) It shall not be necessary for the consent of the Specified Creditors under this Section 14.03, to approve the particular form of any proposed amendment, supplementation, modification, restatement, waiver or postponement, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution and delivery thereof a copy thereof, certified shall be subject to be true and complete by such reasonable requirements as the General PartnerIndenture Trustee may prescribe from time to time.

Amendments to Agreements. (a) Except in connection with the Acquisition and Equity Transactions, the GP Contribution Transactions, or other transactions not reasonably expected to have a material and adverse effect on the Agent or the Lenders or the interests of the Agent or the Lenders (i) none of the Borrower shall not or any Restricted Subsidiary will or will allow the Managing General Partner, or its other partners to terminate or enter into amend the organizational or consent to any amendment, modification, waiver or supplement governing documents of any provision of the Management Agreement such Loan Party without the prior written consent of the LenderRequired Lenders, which consent may be withheld in Lender's sole discretion. (bii) The the Borrower shall cause the Managing General Partner shall not, either as a general partner or a limited partner, not to terminate or enter into amend the organizational or consent to any amendment, modification, waiver or supplement of any provision governing documents of the Partnership Agreement Managing General Partner without the prior written consent of the LenderRequired Lenders, which shall and (iii) no Loan Party will amend the Master Lease Agreement or allow the Master Lease Agreement to be amended in a manner that is adverse to the interests of the Agent or the Lenders without the prior written consent of Agent (such approval not to be unreasonably withheld, conditioned or delayed, except that ). (b) Neither the General Partner may, without Lender's consent, enter into administrative or ministerial amendments that do not impair Borrower nor any Restricted Subsidiary shall permit the rights and remedies terms of the Lender under this Agreement Preferred Equity and Warrants to be amended in a manner materially adverse to the other Related Documents Agent or the position and Lenders or the interests of the Lender as a secured party entitled Agent or the Lenders. It is understood and agreed that, for the purposes of this Section 6.22(b) and without limitation, that any amendment, waiver or other action that results in the following modifications to the security interests terms of the Preferred Equity and Warrants shall be deemed to receive payments be materially adverse to the Agent and Lenders and their respective interests: (i) the Preferred Units ceasing to be treated as contemplated by this Agreement and equity or mezzanine equity under GAAP, (ii) permitting the other Related Documentsredemption of Preferred Units at the election of the issuer or holders thereof in a manner not permitted as of the Closing Date or (iii) adding mandatory redemption provisions, event of default, maturity, acceleration or equivalent provisions not in existence as of the Closing Date. (c) The General Partner will not, without Notwithstanding the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed, enter into or consent to any termination, amendment, waiver or supplement of any of the provisions of the General Partner's Certificate of Incorporation and By-Laws, except that such consent of the Lender shall not be required for any waiver, amendment or modification of such Certificate of Incorporation or By-Laws that does not in any way (i) affect the obligations of the Borrower owed to the Lender under this Agreement and the other Related Documents, or (ii) impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or (iii) impair the value of the Borrower's interests in the Inns or the Management Agreement. In the event of any waiver, amendment or modification of the General Partner's Certificate of Incorporation or By-Laws foregoing with respect to which the General Partner believes that the consent of the Lender is not requiredany amendment set forth above, the Borrower Loan Parties shall furnish provide the Agent with a fully executed copy thereof on the effective date of such amendment regardless of whether the Agent’s consent is required to such amendment pursuant to the Lender (i) at least ten days prior to execution thereof, a copy of the proposed amendment or modification, and (ii) within 30 days following the execution and delivery thereof a copy thereof, certified to be true and complete by the General PartnerSection 6.22.

Amendments to Agreements. (i) (a) Borrower shall Holdings will not, and will not allow its partners to terminate or enter into amend the Opco LLC Agreement or consent to any amendment, modification, waiver or supplement of any provision of the Management Agreement without the prior written consent of the Lender, which consent may be withheld in Lender's sole discretion. (b) The General Partner shall not, either as a general partner or a limited partner, terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Partnership Agreement without the prior written consent of the Lender, which shall Required Lenders unless such amendment will not be unreasonably withheld, conditioned or delayed, except that have a material and adverse effect on the General Partner may, without Lender's consent, enter into administrative or ministerial amendments that do not impair the rights and remedies of the Lender under this Agreement and the other Related Documents Agent or the position and Lenders or the interests of the Lender as Agent or the Lenders, (b) USA Compression Partners will not, and will not allow its managers or members to terminate or amend the Opco LLC Agreement or the Limited Liability Company Agreement of USAC Leasing without the prior written consent of the Required Lenders unless such amendment will not have a secured party entitled to material and adverse effect on the security Agent or the Lenders or the interests and to receive payments as contemplated by this Agreement and of the other Related Documents. Agent or the Lenders, (c) The General Partner USAC Leasing will not, and will not allow its members or managers to terminate or amend the Limited Liability Company Agreement of USAC Leasing, respectively, without the prior written consent of the LenderRequired Lenders unless such amendment will not have a material and adverse effect on the Agent or the Lenders or the interests of the Agent or the Lenders, which (ii) Borrower shall cause the Managing General Partner not to terminate or amend the Managing General Partner Limited Liability Company Agreement without the prior written consent of the Required Lenders unless such amendment to the Managing General Partner Limited Liability Company Agreement will not have a material and adverse effect on the Agent or the Lenders or the interests of the Agent or the Lenders, (iii) no Loan Party will (and shall cause the Managing General Partner not to) terminate or materially amend its articles of incorporation, charter or certificate of formation, without prior written consent of the Required Lenders unless such amendment to the Managing General Partner Limited Liability Company will not have a material and adverse effect on the Agent or the Lenders or the interests of the Agent or the Lenders and (iv) no Loan Party will amend the Master Lease Agreement or allow the Master Lease Agreement to be amended (other than amendments pursuant to the terms thereof and pursuant to customary forms as contemplated therein) without the prior written consent of Agent (such approval not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, enter into or consent the Loan Parties may amend their organization documents and operating agreements as needed to any termination, amendment, waiver or supplement of any of effect the provisions of Specified IPO Transactions so long as Agent has received a copy. Notwithstanding the General Partner's Certificate of Incorporation and By-Laws, except that such consent of the Lender shall not be required for any waiver, amendment or modification of such Certificate of Incorporation or By-Laws that does not in any way (i) affect the obligations of the Borrower owed to the Lender under this Agreement and the other Related Documents, or (ii) impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or (iii) impair the value of the Borrower's interests in the Inns or the Management Agreement. In the event of any waiver, amendment or modification of the General Partner's Certificate of Incorporation or By-Laws foregoing with respect to which the General Partner believes that the consent of the Lender is not requiredany amendment set forth above, the Borrower Loan Parties shall furnish provide Agent with a fully executed copy thereof on the effective date of such amendment regardless of whether Agent’s consent is required to the Lender (i) at least ten days prior such amendment pursuant to execution thereof, a copy of the proposed amendment or modification, and (ii) within 30 days following the execution and delivery thereof a copy thereof, certified to be true and complete by the General PartnerSection 4.1 hereof.

Amendments to Agreements. The Borrower will not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (a) Borrower shall not terminate or enter into or consent to any amendment, modification, waiver modification or supplement of), any document, agreement or instrument evidencing the Senior Notes or the Senior Term Loans (or any replacements, substitutions or renewals thereof), or pursuant to which the Senior Notes or the Senior Term Loans are issued or extended, where such amendment, modification or supplement provides for the following or which has any of the following effects: (a) increases the overall principal amount of any provision such Indebtedness or increases the amount of the Management Agreement without the prior written consent any single scheduled installment of the Lender, which consent may be withheld principal or interest in Lender's sole discretion.excess of amounts otherwise permitted under this Agreement; (b) The General Partner shall not, either as a general partner shortens or a limited partner, terminate accelerates the date upon which any installment of principal or enter into interest becomes due or consent to adds any amendment, modification, waiver or supplement of any provision of the Partnership Agreement without the prior written consent of the Lender, which shall not be unreasonably withheld, conditioned or delayed, except that the General Partner may, without Lender's consent, enter into administrative or ministerial amendments that do not impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents.additional mandatory redemption provisions; (c) The General Partner will not, without shortens the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed, enter into or consent to any termination, amendment, waiver or supplement of any of the provisions of the General Partner's Certificate of Incorporation and By-Laws, except that such consent of the Lender shall not be required for any waiver, amendment or modification final maturity date of such Certificate of Incorporation Indebtedness or By-Laws that does not in any way (i) affect otherwise accelerates the obligations of the Borrower owed to the Lender under this Agreement and the other Related Documents, or (ii) impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or (iii) impair the value of the Borrower's interests in the Inns or the Management Agreement. In the event of any waiver, amendment or modification of the General Partner's Certificate of Incorporation or By-Laws amortization schedule with respect to such Indebtedness; (d) increases the rate of interest accruing on such Indebtedness; (e) provides for the payment of additional fees or increases existing fees; (f) amends or modifies any financial or negative covenant (or covenant which prohibits or restricts the General Partner believes Borrower or any of its Subsidiaries from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower or such Subsidiary or which is otherwise materially adverse to the Borrower, its Subsidiaries and/or the Lenders or, in the case of adding covenants, which places material additional restrictions on the Borrower or such Subsidiary or which requires the Borrower or such Subsidiary to comply with more restrictive financial ratios or which requires the Borrower to better its financial performance from that set forth in the consent of existing financial covenants (taking into account the Lender is not requiredaggregate adjustments, if any, to the thresholds and exceptions applicable thereto on a covenant by covenant basis); (g) results in this Agreement, the Borrower shall furnish other Loan Documents, and the credit facilities evidenced hereby, not constituting a "Qualified Credit Facility" under the Senior Note Indenture or the Senior Term Loan Agreement; or (h) amends, modifies or adds any affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Lender (i) at least ten days prior to execution thereofBorrower, a copy of its Subsidiaries and/or the proposed amendment or modification, and (ii) within 30 days following the execution and delivery thereof a copy thereof, certified to be true and complete by the General PartnerLenders.

Amendments to Agreements. (a) Borrower shall not terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Management Agreement without Without the prior written consent of Xxxxx Fargo, Mill Road shall not (i) increase any interest rate or fee charged to the Lender, which consent may be withheld Obligors as provided for in Lender's sole discretion. (b) The General Partner shall not, either the Mill Road Documents as a general partner or a limited partner, terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Partnership date of this Agreement without the prior written consent (other than by virtue of the Lender, which shall not be unreasonably withheld, conditioned or delayed, except that the General Partner may, without Lender's consent, enter into administrative or ministerial amendments that do not impair the rights and remedies application of the Lender under default rate (set forth in the Mill Road Credit Agreement as of the date of this Agreement) and increases to the initial interest rate in effect on the date of this Agreement and of not more than 3% per annum in the other Related aggregate) or impose any additional fee on the Company not provided for in the Mill Road Documents or the position and interests as of the Lender as a secured party entitled date of this Agreement (other than fees that are capitalized and not payable until the maturity date of the Mill Road Obligations), (ii) increase the amount of cash payments of interest with respect to the security interests and Mill Road Obligations, (iii) change or add any event of default or any covenant with respect to receive payments as contemplated by this Agreement and the Mill Road Obligations, or change or add any other Related Documents. (c) The General Partner will not, without the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed, enter into or consent to any termination, amendment, waiver or supplement of undertaking under any of the Mill Road Documents, in any such case in a manner adverse to the Obligors or to the interests of Xxxxx Fargo, (iv) change or amend any other term of any Mill Road Document if such change or amendment would result in an event of default under any of the Xxxxx Fargo Documents, would materially increase the obligations of any Obligor or confer additional material rights in favor of Mill Road in a manner adverse to Xxxxx Fargo or the interests of Xxxxx Fargo under any of the Xxxxx Fargo Documents in any respect, (v) amend or modify any provisions of the General Partner's Certificate of Incorporation and By-Laws, except that such consent Mill Road Documents to change the principal payments required on account of the Lender shall not be required Mill Road Obligations or accelerate the time for any waiver, amendment or modification such payments (other than after the occurrence and during the continuance of such Certificate a Mill Road Event of Incorporation or By-Laws that does not in any way (i) affect the obligations of the Borrower owed to the Lender under this Agreement and the other Related DocumentsDefault thereunder), or (iivi) impair re-lend the rights principal amount of any Mill Road Obligations that have been repaid by the Company or make any additional loans to the Company; provided that the amendments to the Mill Road Documents substantially in the form of Annexes A-1 through A-4 to the Mill Road Credit Agreement (including the issuance of warrants by the Parent) shall be permitted (the “Pre-Approved Amendments”); and remedies provided further that any amendments are made to the covenants or events of default sections of the Lender under this Agreement Xxxxx Fargo Documents, then amendments to the corresponding sections in the Mill Road Documents may be made so long as, in each case, the cushions contained in the covenants and events of default between the Xxxxx Fargo Documents and the other Related Mill Road Documents or are maintained; and provided further that no amendment shall cause the position and interests of Mill Road Obligations to exceed the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or (iii) impair the value of the Borrower's interests in the Inns or the Management Agreement. In the event of any waiver, amendment or modification of the General Partner's Certificate of Incorporation or By-Laws with respect to which the General Partner believes that the consent of the Lender is not required, the Borrower shall furnish to the Lender (i) at least ten days prior to execution thereof, a copy of the proposed amendment or modification, and (ii) within 30 days following the execution and delivery thereof a copy thereof, certified to be true and complete by the General PartnerMill Road Cap.

Amendments to Agreements. (a) The Borrower shall not terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Hotel Management Agreement without the prior written consent of the Lender, Bank which consent may be withheld in Lender's sole discretion. (b) The General Partner shall not, either as a general partner or a limited partner, terminate or enter into or consent to any amendment, modification, waiver or supplement of any provision of the Partnership Agreement without the prior written consent of the Lender, which shall not be unreasonably withheld, conditioned or delayed, except that such consent of the General Partner mayBank shall not be required for any waiver, without Lender's consentamendment or modification of any provision of the Hotel Management Agreement that does not in any way (i) affect the respective obligations of Host Marriott or the Borrower owed to the Bank under this Agreement and the other Related Documents, enter into administrative or ministerial amendments that do not (ii) impair the rights and remedies of the Lender Bank under this Agreement and the other Related Documents or the position and interests of the Lender as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents. (c) The General Partner will not, without the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed, enter into or consent to any termination, amendment, waiver or supplement of any of the provisions of the General Partner's Certificate of Incorporation and By-Laws, except that such consent of the Lender shall not be required for any waiver, amendment or modification of such Certificate of Incorporation or By-Laws that does not in any way (i) affect the obligations of the Borrower owed to the Lender under this Agreement and the other Related Documents, or (ii) impair the rights and remedies of the Lender under this Agreement and the other Related Documents or the position and interests of the Lender Bank as a secured party entitled to the security interests and to receive payments as contemplated by this Agreement and the other Related Documents, or (iii) impair the value of the Borrower's interests in the Inns Hotel or the Hotel Management Agreement. In ; provided, however, that sections 1.01, 1.02 (including any of the sections referred to therein to the extent they relate to the definition of terms used in the Hotel Management Agreement), 4.02, 5.01, 5.04, 5.05, 8.02(B), 10.01 (if the result of any such waiver, amendment or modification would be that the name associated with the Hotel would be a name other than that of the Marriott hotel system, generally), 12.02, 12.03,12.04, 13.01 and 16.01 of the Management Agreement shall not, in any event be waived, amended or modified without the prior written consent of the Bank. (b) The Borrower shall not, either as a general partner or a limited partner, terminate or enter into or consent to any amendment, modification, waiver or supplement of any material provision of the Partnership Agreement, the Lease or the Lauderdale Beach Association Partnership Agreement or refinance any of the Indebtedness referred to in Section 6.1(d) above other than on a non-recourse basis substantially similar to that referred to in such Section 11.7, without the prior written consent of the Bank, which consent shall not be unreasonably withheld, except that such consent shall not be required for any waiver, amendment or modification of the General Partner's Certificate any provision of Incorporation or By-Laws with respect to which the General Partner believes any such agreement that the consent of the Lender is does not required, the Borrower shall furnish to the Lender in any way (i) at least ten days prior to execution thereof, a copy affect the obligations of the proposed amendment or modificationBorrower owed to the Bank under the Related Documents, and (ii) within 30 days following impair the execution rights and delivery thereof remedies of the Bank under the Related Documents or the position and interests of the Bank as a copy thereof, certified secured party entitled to be true the security interests and complete to receive payments as contemplated by the General PartnerRelated Documents, or (iii) impair the value of the Borrower's interests in the Hotel or the Hotel Management Agreement.