Common use of Amendments to Documents Clause in Contracts

Amendments to Documents. (i) Each Note Agent, on behalf of itself and the applicable Note Secured Parties, hereby agrees that, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, other than in a manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the ABL Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ (ii) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this Agreement.

Amendments to Documents. (a) The First Lien Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the First Lien Documents may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. So long as the Discharge of First Lien Obligations has not occurred, without the prior written consent of the First Lien Collateral Agent, (i) Each Note no Second Lien Security Document may be amended, supplemented or otherwise modified or entered into to the extent any such amendment, supplement or modification would be prohibited or inconsistent with any of the terms of this Agreement and (ii) no other Second Lien Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, restatement, supplement or modification, or the terms of such new Second Lien Document, would (A) contravene the provisions of this Agreement by requiring that any Second Lien Secured Party take (or refrain from taking) an action that is prohibited (or required) by this Agreement, (B) have a final maturity date earlier than the final maturity date of the First Lien Obligations as of the date hereof or (C) amend the covenants or events of default set forth in such other Second Lien Document to make them more favorable to the lenders under such other Second Lien Documents than those applicable to the lenders under the First Lien Loan Documents (except for covenants or events of default applicable only to periods after the latest maturity date applicable to the First Lien Credit Agreement at the time of such amendment) (provided that a certificate of a Responsible Officer delivered to the First Lien Collateral Agent at least five (5) Business Days prior to such amendment, together with a reasonably detailed description of the material terms and conditions of such amendment or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (C) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the First Lien Collateral Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). The Second Lien Collateral Agent agrees that each Second Lien Security Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the limitations and provisions of the Intercreditor Agreement, dated as of July 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) among Bank of America, N.A., as First Lien Collateral Agent, Bank of America, N.A., as Second Lien Collateral Agent, and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement governing the exercise of any right or remedy by the Second Lien Collateral Agent, the terms of the Intercreditor Agreement shall govern and control.” In addition, the Second Lien Collateral Agent, on behalf of itself and the applicable Note Second Lien Secured Parties, hereby agrees thatthat each mortgage, without affecting if applicable, covering any Common Collateral shall contain such other language as the obligations First Lien Collateral Agent may reasonably request to reflect the subordination of such Note mortgage to the First Lien Document covering such Common Collateral. (b) In the event that the First Lien Collateral Agent and or the applicable Note First Lien Secured Parties hereunderenter into any amendment, waiver or consent in respect of or replace any of the First Lien Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Security Document or changing in any manner the rights of the First Lien Collateral Agent, the ABL Agent and First Lien Secured Parties, the ABL Secured Parties mayBorrower or any other Grantor thereunder (including the release of any Liens in Common Collateral in accordance with Section 5.1), at then such amendment, waiver or consent shall apply automatically to any time and from time to time, in their sole discretion comparable provision of each Comparable Second Lien Security Document without the consent of or notice to any Note the Second Lien Collateral Agent or any Note Second Lien Secured Party, Party and without incurring any liability to any Note Agent action by the Second Lien Collateral Agent, the Borrower or any Note Secured Party other Grantor; provided that such amendment, waiver or affecting, impairing or releasing consent does not materially adversely affect the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any rights of the ABL Documents Second Lien Secured Parties or the interests of the Second Lien Secured Parties in any manner whatsoever, other than the Common Collateral in a manner which would have materially different from that affecting the effect rights of contravening the terms First Lien Secured Parties thereunder or therein. The First Lien Collateral Agent or the Borrower shall give written notice of this Agreementsuch amendment, waiver or consent (along with a copy thereof) to the Second Lien Collateral Agent no later than the tenth Business Day following the effective date of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment with respect to any Refinancing the provisions of any of the ABL Obligations, the holders of such Refinancing indebtedness bind themselves Second Lien Security Document as set forth in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ (ii) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this AgreementSection 5.3(b).

Amendments to Documents. (i) Each Note Agent, on behalf of itself and the applicable Note Secured Parties, hereby agrees that, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority The Trust shall furnish BISYS written copies of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructureamendments to, or otherwise modify changes in, any of the ABL Documents items referred to in any manner whatsoeverArticle 19 hereof forthwith upon such amendments or changes becoming effective. In addition, other than in a manner the Trust agrees that no amendments will be made to the Prospectuses or Statement of Additional Information of the Trust, which would might have the effect of contravening changing the terms procedures employed by BISYS in providing the services agreed to hereunder or which amendment might affect the duties of this AgreementBISYS hereunder unless the Trust first obtains BISYS' approval of such amendments or changes, provided that with respect which approval shall not be withheld unreasonably. BISYS may rely on any amendments to any Refinancing of or changes in any of the ABL Obligationsdocuments and other items to be provided by the Trust pursuant to Articles 19 and 21 of this Agreement and, subject to the provisions of Article 7 hereof, the holders Trust agrees to indemnify and holds harmless BISYS from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which may result from actions or omissions on the part of BISYS in reasonable reliance upon such amendments and/or changes. Although BISYS is authorized to rely on the above-mentioned amendments to and changes in the documents and other items to be provided pursuant to Articles 19 and 21 hereof, in the event the same relate to services provided by BISYS hereunder, BISYS shall have no liability for failure to comply with or take any action in conformity with such amendments or changes unless the Trust first obtains BISYS' written consent to and approval of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ (ii) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of amendments or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this Agreementchanges.

Amendments to Documents. (i) Each Note Agent, on behalf So long as the Discharge of itself and the applicable Note Secured Parties, hereby agrees thatABL Obligations has not occurred, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the prior written consent of or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in Collateral Agent, no Term Loan Security Document may be amended, supplemented or otherwise modified or entered into to the extent any manner whatsoeversuch amendment, other than in a manner which supplement or modification would have the effect of contravening the terms of this Agreement, provided that be prohibited or inconsistent with respect to any Refinancing of any of the ABL Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ The Term Loan Collateral Agent agrees that each Term Loan Security Document shall include the following language (iior language to similar effect approved by the ABL Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder are subject to the limitations and provisions of the ABL Intercreditor Agreement, dated as of January 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”) The among JPMorgan Chase Bank, National Association, as ABL Collateral Agent, JPMorgan Chase Bank, National Association, as Term Loan Collateral Agent, and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement governing the exercise of any right or remedy by the Term Loan Collateral Agent, the terms of the ABL Intercreditor Agreement shall govern and control.” In addition, the Term Loan Collateral Agent, on behalf of itself and the ABL Term Loan Secured Parties, hereby agrees thatthat each mortgage, without affecting the obligations of if applicable, covering any Common Collateral shall contain such other language as the ABL Collateral Agent and may reasonably request to reflect the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent subordination of or notice such mortgage to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of Document covering such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this AgreementCommon Collateral.

Amendments to Documents. (ia) Each Note AgentThe Working Capital Facility Documents, on behalf of itself the Existing Notes Documents, the Interim Notes Documents and the applicable Note Secured PartiesPari Passu Indebtedness Documents may be amended, hereby agrees thatsupplemented or otherwise modified in accordance with their terms and the Working Capital Facility Indebtedness, the Existing Notes Indebtedness, the Interim Notes Indebtedness and the Pari Passu Indebtedness may be refinanced, in each case, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereundernotice to, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without or the consent of or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, other than in a manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the ABL Obligationsparties hereto, all without affecting the lien subordination or other provisions of this Agreement; provided, that the holders of such Refinancing indebtedness refinancing debt bind themselves in a writing addressed to each Note Agent of the parties hereto to the terms of this Agreement. ​ ​, and provided, that no such amendment, supplement, modification or refinancing shall result in the Working Capital Facility Indebtedness exceeding, or being permitted to exceed, the Working Capital Facility Debt Cap. (iib) The ABL Company and the Existing Notes Collateral Agent agree that each Existing Notes Collateral Document shall include the following caption (appropriately modified to conform to definitions applicable thereto): “THIS [AGREEMENT][INDENTURE] AND THE RIGHTS OF THE PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE OMNIBUS INTERCREDITOR AGREEMENT DATED AS OF DECEMBER 7, 2009, BETWEEN [ ] AND THE OTHER CREDITORS PARTY THERETO FROM TIME TO TIME, AND THE [COMPANY AND THE GUARANTORS][COMPANY AND THE OTHER [GRANTORS][OBLIGORS]], AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF.” (c) The Company, the Notes Collateral Agent and the Pari Passu Collateral Agent each agrees that each Notes Collateral Document and Pari Passu Collateral Document shall include the following caption (appropriately modified to conform to definitions applicable thereto): “THIS [AGREEMENT][INDENTURE] AND THE RIGHTS OF THE PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE OMNIBUS INTERCREDITOR AGREEMENT DATED AS OF DECEMBER 7, 2009, BETWEEN [ ] AND THE OTHER CREDITORS PARTY THERETO FROM TIME TO TIME, AND THE [COMPANY AND THE GUARANTORS][COMPANY AND THE OTHER [GRANTORS][OBLIGORS]], AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF.” provided, however, that if the jurisdiction in which any such Notes Collateral Document or Pari Passu Collateral Document will be filed prohibits the inclusion of the language in clause (b) or (c) above or would prevent a document containing such language from being recorded, the Working Capital Facility Collateral Agent, the Notes Collateral Agent and, if applicable, the Pari Passu Collateral Agent, agree, prior to such Notes Collateral Document or Pari Passu Collateral Document being entered into, to negotiate in good faith replacement language stating that the Liens granted under such Notes Collateral Document or Pari Passu Collateral Document is subject to the provisions of this Agreement. (d) The Company, the Notes Collateral Agent and the Pari Passu Collateral Agent each agrees that each indenture or other primary debt document governing the Notes Indebtedness and Pari Passu Indebtedness shall include the following language (appropriately modified to conform to definitions applicable thereto): “The [Lenders][Holders][other applicable term], [by their acceptance of the [Notes]][by their execution and delivery hereof], hereby irrevocably authorize and direct the [Agent][Trustee][other applicable term] to enter into the Omnibus Intercreditor Agreement [as defined herein] on behalf of the [Agent][Trustee][other applicable term] and the [Lenders][Holders][other applicable term], and agree to be bound by the provisions thereof as if they were direct signatories thereof, and to take all actions required to be taken by them in accordance with the provisions thereof, and to otherwise comply therewith, and irrevocably authorize and direct the [Agent][Trustee][other applicable term] to take all actions on its or the [Lenders’][Holders’][other applicable term] behalf as are necessary to comply with the provisions thereof. The rights and remedies of the [Agent][Trustee][other applicable term], on behalf of itself and the ABL Secured Parties[Lenders][Holders][other applicable term], hereby agrees that, without affecting under this [Agreement][Indenture] shall be subject to the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and Omnibus Intercreditor Agreement as in effect from time to time, in their sole discretion without . In the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority event of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening conflict between the terms of the Omnibus Intercreditor Agreement and this Agreement[Agreement][Indenture], provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this Agreementthe Omnibus Intercreditor Agreement shall govern and control.”

Amendments to Documents. (i) Each Note Agent, on behalf Senior Creditor and each Obligor shall be authorized to enter into amendments to any of itself and the applicable Note Secured Parties, hereby agrees that, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time Senior Creditor Documents to timewhich they are a party, in their sole discretion accordance with the terms thereof, and without prior notice to or the consent of Subordinate Creditor; provided, however, that (x) no such amendment shall increase the amount of Priority Senior Debt; and (y) except for an overadvance at closing by Senior Creditor which shall not exceed $450,000 and to which Subordinate Creditor hereby consents, Senior Creditor may not make any overadvance or notice other advance in excess of the credit limits set forth in the Senior Creditor Documents. Senior Creditor shall, promptly after receipt of a written request therefor from Subordinate Creditor, deliver to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority Subordinate Creditor copies of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, amendments or otherwise modify modifications of any of the ABL Documents in Senior Creditor Documents. Subordinate Creditor shall not be authorized to modify or amend any manner whatsoeverof the Subordinate Creditor Documents, other than in a manner which without the prior written consent of Senior Creditor, to the extent that any such modification or amendment would have the effect of contravening increasing the terms amount of this Agreement, provided that with the Subordinated Debt; increasing the rate of interest or fees payable in respect to any Refinancing of any of the ABL ObligationsSubordinated Debt; altering the method, time of payment (other than to extend the holders time of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms payment) or manner of this Agreement. ​ ​ (ii) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority payment of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, Subordinated Debt; or otherwise modify making more restrictive any covenants or Defaults contained in any of the Note Documents in Subordinate Creditor Documents. Subordinate Creditor shall, promptly after receipt of a written request therefor from Senior Creditor, deliver to Senior Creditor copies of any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing amendments or modifications of any of the Note ObligationsSubordinate Creditor Documents. Borrower shall promptly, after the holders execution of such Refinancing indebtedness bind themselves in a writing addressed amendments or modifications to the ABL Agent Senior Creditor Documents or the Subordinate Creditor Documents, deliver conformed copies thereof to the terms Creditor not party thereto, but the failure to do so by Borrower shall in no way affect any of the rights or privileges of such Creditor under this Agreement.

Amendments to Documents. (ia) Each Note AgentThe First Lien Loan Documents may be amended, on behalf of itself supplemented or otherwise modified in accordance with their terms and the applicable Note First Lien Credit Agreement may be refinanced, in each case, without notice to, or the consent of, the Second Lien Collateral Agent or the other Second Lien Secured Parties, hereby agrees that, all without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of lien subordination or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, other than in a manner which would have the effect of contravening the terms provisions of this Agreement, ; provided that with respect to any Refinancing of any of the ABL Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ (ii) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness refinancing debt bind themselves in a writing addressed to the ABL Second Lien Collateral Agent to the terms of this Agreement. (b) Without the prior written consent of the First Lien Collateral Agent, no Second Lien Document may be refinanced, amended, restated, supplemented or otherwise modified or entered into to the extent such refinancing, amendment, restatement, supplement or modification, or the terms of any new Second Lien Document, would (i) increase the then outstanding principal amount of the Notes, in excess of the Indenture Cap Amount; (ii) be prohibited under the First Lien Loan Documents; (iii) increase the obligations of the Company and the Guarantors or to confer any additional material rights of the holders of the Notes (or a representative on their behalf) which would be materially adverse to the First Lien Collateral Agent or any other First Lien Secured Parties; or (iv) add to the Collateral other than as specifically provided herein. (c) In the event the First Lien Collateral Agent or the other First Lien Secured Parties and the Company or any Guarantor enter into any amendment, waiver or consent in respect of any of the First Lien Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Security Document or changing in any manner the rights of the First Lien Collateral Agent in a manner not otherwise covered by this Agreement, then such amendment, waiver or consent shall apply automatically to any comparable provision of a comparable Second Lien Document without the consent of the Second Lien Collateral Agent or the other Second Lien Secured Parties and without any action by the Second Lien Collateral Agent, the Company or any Guarantor, provided that (i) no such amendment, waiver or consent shall have the effect of: (A) removing assets subject to the Lien of the Second Lien Documents, except to the extent that a release of such Lien is permitted or required by this Agreement and provided that there is a corresponding release of the Liens securing the First Lien Obligations, (B) imposing duties on the Second Lien Collateral Agent without its consent, (C) permitting other Liens on the Collateral not permitted under the terms of this Agreement or the other Second Lien Documents; or (D) being prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties (other than by virtue of their relative priority and the rights and obligations hereunder); and (ii) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent within ten Business Days after the effective date of such amendment, waiver or consent. (d) The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, and the Company each agree that each Second Lien Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to, or securing obligations under, this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder or thereunder are subject to the provisions of the Intercreditor Agreement, dated as of June 19, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among LMI Aerospace, Inc., Royal Bank of Canada, U.S. Bank National Association, as Second Lien Collateral Agent and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

Amendments to Documents. (a) Without in any way limiting the generality of Section 8.3(a) above (but subject to the rights of the Grantors under the Revolving Loan Documents), Revolving Loan Lender may, at any time and from time to time, without the consent of, or notice to, Merger Loan Agent or any other Merger Loan Secured Party, without incurring any liabilities to Merger Loan Agent or any other Merger Loan Secured Party and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Merger Loan Agent or any other Merger Loan Secured Party is affected, impaired or extinguished thereby) do any one or more of the following: (i) Each Note change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Revolving Loan Debt or any Lien on any Revolving Loan Priority Collateral or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens (but subject to Section 2.2(b) herein) held by Revolving Loan Lender, the Revolving Loan Debt or any of the Revolving Loan Documents; except, that, absent the prior written consent of Merger Loan Agent, Revolving Loan Lender shall not consent to any amendment, modification or waiver to the Revolving Loan Documents (or to any refinancing as provided under Section 9.3 hereof) that: (A) results in any amendment to the definition of “Commitment Expiration Date” in the Revolving Loan Agreement that causes the “Commitment Expiration Date” to become a date earlier than the date that is currently set forth in the Revolving Loan Agreement as in effect on behalf the date hereof, increases the “Applicable Margins”, similar component of itself the interest rate, or by modifying the method of computing interest, or a letter of credit, commitment, facility, utilization, or similar fee or premium by adding any new fee or premium so that the combined interest rate, fees and premiums under the Revolving Loan Agreement in a manner that would result in the total yield on the Revolving Loan Debt to exceed by more than three (3%) percent per annum the total yield on the Revolving Loan Debt as in effect on the date hereof (excluding increases resulting from the accrual or payment of interest at the default rate and increases resulting from changes in the applicable Note Secured Partiesreference rate), (B) modifies or adds any covenant or event of default under the Revolving Loan Documents that directly restricts any Grantor or its subsidiaries from making payments of the Merger Loan Debt that would otherwise be permitted under the Revolving Loan Documents as in effect on the date hereof, (C) except for permitted liens or permitted encumbrances as provided for under the Revolving Loan Documents (as in effect on the date hereof), hereby agrees that, without affecting contractually subordinates the Liens of Revolving Loan Lender in the Revolving Loan Priority Collateral to any other secured obligations of such Note Grantors secured by Liens in the Revolving Loan Priority Collateral, (D) increases the Facility Cap (as defined in the Revolving Loan Documents) or revolving loan commitments in excess of $1,200,000 absent the written consent of the Merger Loan Agent in the exercise of Merger Loan Agent’s sole discretion, or (E) contravenes the provisions of this Agreement; (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Revolving Loan Priority Collateral or any liability of any Grantor to Revolving Loan Lender, or any liability incurred directly or indirectly in respect thereof in accordance with the terms hereof; or (iii) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor or any Revolving Loan Priority Collateral and any security and any guarantor or any liability of any Grantor to Revolving Loan Lender or any liability incurred directly or indirectly in respect thereof. (b) Without in any way limiting the generality of Section 8.3(b) above (but subject to the rights of the Grantors under the Merger Loan Documents), Merger Loan Agent and any of the applicable Note Secured Parties hereunder, the ABL Agent and the ABL other Merger Loan Secured Parties may, at any time and from time to time, in their sole discretion without the consent of of, or notice to any Note Agent or any Note Secured Partyto, and Revolving Loan Lender, without incurring any liability liabilities to any Note Agent or any Note Secured Party or affecting, Revolving Loan Lender and without impairing or releasing the priority Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Revolving Loan Lender is affected, impaired or extinguished thereby) do any Liens one or more of the following: (i) consent to any amendment to the definition of “Merger Loan Maturity Date” in the Merger Loan Agreement that causes the “Merger Loan Maturity Date” to become a date earlier than the date that is currently set forth in the Merger Loan Agreement as in effect on the Collateral as provided for hereindate hereof, (ii) changes the manner, place or terms of payment or change or extend the time of payment of, or amend, restaterenew, supplementexchange, replaceincrease or alter, Refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, other than in a manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the ABL ObligationsMerger Loan Debt or any Lien on any Collateral or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by Merger Loan Agent or any of the other Merger Loan Secured Parties, the holders Merger Loan Debt or any of such Refinancing indebtedness bind themselves the Merger Loan Documents; except, that, absent the prior written consent of Revolving Loan Lender, no Merger Loan Secured Party shall consent to any amendment, modification or waiver to the Merger Loan Documents (or to any refinancing as provided under Section 9.3 hereof) that: (A) increases the “Contract Rate” or similar component of the cash interest rate under the Merger Loan Documents in a writing addressed manner that would result in the total cash yield on the Merger Loan Debt to each Note Agent to exceed by more than three percent (3%) the terms total cash yield on the Merger Loan Debt as in effect on the date hereof (excluding increases resulting from the accrual of interest at the default rate or capitalization of interest and increases resulting from changes in the applicable reference rate), (B) modifies or adds any covenant or event of default under the Merger Loan Documents that directly restricts any Grantor or its subsidiaries from making payments of the Revolving Loan Debt that would otherwise be permitted under the Merger Loan Documents as in effect on the date hereof, or (C) contravenes the provisions of this Agreement. ​ ​; (iiiii) The ABL Agentsell, on behalf exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of itself and the ABL Merger Loan Priority Collateral or any liability of any Grantor to Merger Loan Agent or any of the other Merger Loan Secured Parties, hereby agrees thator any liability incurred directly or indirectly in respect thereof in accordance with the terms hereof; or (iv) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other Person, without affecting the obligations elect any remedy and otherwise deal freely with any Grantor or any Merger Loan Priority Collateral and any security and any guarantor or any liability of the ABL Agent and the ABL any Grantor to any of Merger Loan Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent incurred directly or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents indirectly in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this Agreementthereof.

Amendments to Documents. (ia) Each Note Without the prior written consent of the Collateral Agent, on behalf no Noteholder Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of itself and any new Noteholder Document, would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the applicable Note terms of this Agreement (including, without limitation, Section 2.10, the terms of which shall apply to all amendments, restatement, supplements or other modifications of the Noteholder Documents). (b) In the event that the Collateral Agent enters into any amendment, waiver or consent in respect of any of the Credit Facility Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Credit Facility Security Document or changing in any manner the rights of the Collateral Agent, the Credit Facility Secured Parties, hereby agrees thatthe Company or any other Grantor thereunder (including the release of any Liens in Credit Facility Collateral permitted by Section 2.05), without affecting then such amendment, waiver or consent shall apply automatically to any comparable provision of the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion comparable Noteholder Security Document without the consent of or notice to any Note the Noteholder Collateral Agent or any Note Noteholder Secured Party, Party and without incurring any liability to any Note Agent action by the Noteholder Collateral Agent, the Company or any Note Secured Party other Grantor; provided, however, that (i) no such amendment, waiver or affectingconsent shall (A) remove assets subject to the Noteholder Liens or release any such Liens, impairing except to the extent that such release is permitted or releasing required by Section 2.05 and provided that there is a concurrent release of the priority corresponding Credit Facility Liens, (B) amend, modify or otherwise affect the rights or duties of any the Noteholder Collateral Agent without its prior written consent or (C) permit Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, (other than in a manner DIP Financing Liens) which would have the effect of contravening are not permitted under the terms of this Agreement, provided that with respect to any Refinancing of any of the ABL Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ Noteholder Documents and (ii) The ABL Agentwritten notice of such amendment, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the waiver or consent of or notice shall have been given to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Noteholder Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this AgreementAgent.

Amendments to Documents. (i) Each Note Agent, on behalf of itself and the applicable Note Secured Parties, hereby agrees that, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, other than in a manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the ABL Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​. (ii) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this Agreement.

Amendments to Documents. The consent of (a) members holding at least sixty-seven percent (67%) of the Total Eligible Association Vote, (b) the Declarant, during the Development Period, and (c) Eligible Mortgagees representing at least fifty-one percent (51%) of the Total Eligible Association Vote attributable to Units subject to a Mortgage held by an Eligible Mortgagee, shall be required to materially amend any provisions of this Declaration, the By-Laws, or Articles of Incorporation, or to add any material provisions thereto which establish, provide for, govern, or regulate any of the following: (a) voting; (b) assessments (including any increase in the annual assessment by more than twenty-five percent (25%) of the previous year’s assessment), assessment liens, or subordination of such liens; (c) reductions in reserves for maintenance, repair and replacement of the Common Elements; (d) responsibility for maintenance and repair of the Condominium; (e) reallocation of interests in Common Elements; (f) redefinition of Unit boundaries; (g) convertibility of Units into Common Elements or vice versa; (h) expansion or contraction of the Condominium or the addition, annexation or withdrawal of property to or from the Condominium in a manner other than as provided herein; (i) Each Note Agent, on behalf insurance or fidelity bonds; (j) leasing of itself and the applicable Note Secured Parties, hereby agrees that, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority Units; (k) imposition of any Liens on right of first refusal or similar restriction of the Collateral as provided for hereinright of any Owner to sell, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, transfer or otherwise modify any convey the Unit; (l) establishment of self-management by the Association where professional management has been required by an Eligible Mortgagee; (m) repair or restoration of the ABL Documents in any manner whatsoever, other than Condominium (after damage or partial condemnation) in a manner which would have the effect of contravening the terms of this Agreement, other than as provided that with respect to any Refinancing of any of the ABL Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​herein; or (iin) The ABL Agentany provisions included in the Declaration, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructureBy-Laws, or otherwise modify any Articles of Incorporation which are for the Note Documents in any manner whatsoever other than in any manner which would have the effect express benefit of contravening the terms holders, guarantors or insurers of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this Agreementfirst Mortgages on Units.

Amendments to Documents. (a) So long as the Discharge of First Lien Obligations has not occurred, without the prior written consent of the First Lien Collateral Agent, (i) Each Note Agentno Second Lien Security Document may be amended, supplemented or otherwise modified or entered into to the extent any such amendment, supplement or modification would be prohibited or inconsistent with any of the terms of this Agreement and (ii) no other Second Lien Document may be amended, supplemented or otherwise modified or entered into unless such amendment, supplement or modification shall operate only to (A) decrease the rate of interest or delay or defer the date for payment of the interest, principal, premium (if any) or fees payable on behalf the Second Lien Obligations, (B) amend covenants, events of itself default or remedies relating to Second Lien Obligations in a manner that makes such provisions less restrictive or (C) amend covenants, events of default or remedies relating to Second Lien Obligations in order to reflect a corresponding change in the applicable First Lien Document, provided that any cushion or setback between the First Lien Documents and the Second Lien Documents (expressed as the absolute or percentage difference, whichever is greater) is maintained in connection therewith. The Second Lien Collateral Agent agrees that each applicable Note Secured PartiesSecond Lien Security Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, hereby agrees that, without affecting the obligations of such Note Agent liens and security interests granted to [the Second Lien Collateral Agent] pursuant to this Agreement and the applicable Note Secured Parties hereunderexercise of any right or remedy by [the Second Lien Collateral Agent] hereunder are subject to the limitations and provisions of the Intercreditor Agreement, the ABL Agent and the ABL Secured Parties maydated as of March 26, at any time and 2009 (as amended, restated, supplemented or otherwise modified from time to time, in their sole discretion without the consent “Intercreditor Agreement”) among Bank of or notice to any Note Agent or any Note Secured PartyAmerica, N.A., as First Lien Collateral Agent, and without incurring any liability Natixis, as Second Lien Collateral Agent, and certain other persons party or that may become party thereto from time to any Note Agent or any Note Secured Party or affecting, impairing or releasing time. In the priority event of any Liens on conflict between the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any terms of the ABL Documents in any manner whatsoever, other than in a manner which would have the effect of contravening Intercreditor Agreement and the terms of this Agreement, provided that with respect to any Refinancing of any of the ABL Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ (ii) The ABL the Intercreditor Agreement shall govern and control.” In addition, the Second Lien Collateral Agent, on behalf of itself and the ABL Second Lien Secured Parties, hereby agrees thatthat each mortgage, without affecting if applicable, covering any Common Collateral shall contain such other language as the obligations First Lien Collateral Agent may reasonably request to reflect the subordination of such mortgage to the First Lien Document covering such Common Collateral. (b) In the event that the First Lien Collateral Agent or the First Lien Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the ABL Agent and First Lien Security Documents for the ABL purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Security Document or changing in any manner the rights of the First Lien Collateral Agent, the First Lien Secured Parties hereunderParties, the Company or any other Grantor thereunder (including the release of any Liens in Common Collateral in accordance with Section 5.1), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion Comparable Second Lien Security Document without the consent of or notice to the ABL Second Lien Collateral Agent or any ABL Second Lien Secured Party, Party and without incurring any liability action by the Second Lien Collateral Agent, the Company or any other Grantor; provided that such amendment, waiver or consent does not materially adversely affect the rights of the Second Lien Secured Parties or the interests of the Second Lien Secured Parties in the Common Collateral in a manner materially different from that affecting the rights of the First Lien Secured Parties thereunder or therein. The First Lien Collateral Agent shall give written notice of such amendment, waiver or consent (along with a copy thereof) to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Second Lien Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment with respect to any Refinancing the provisions of any Second Lien Security Document as set forth in this Section 5.3(b). (c) Without the prior written consent of the Note ObligationsSecond Lien Collateral Agent, the holders of such Refinancing indebtedness bind themselves in a writing addressed no First Lien Document may be amended, supplemented or otherwise modified or entered into to the ABL Agent extent any such amendment, supplement or modification would result in the aggregate principal amount of First Lien Obligations (including the stated amount of any outstanding letters of credit that constitute First Lien Obligations) to exceed the terms of this Agreement.Cap Amount

Amendments to Documents. (i) Each Note Agent, on behalf of itself and the applicable Note Secured Parties, hereby agrees that, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunderExcept as otherwise provided in this Agreement or provided below, the ABL Agent and the ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, Servicer may not extend, consolidate, restructure, amend or otherwise modify any of the ABL Documents in any manner whatsoever, other than in a manner which would have the effect of contravening the terms of this Agreementany Receivable, provided that with respect to or amend, modify or waive any Refinancing term or condition of any of the ABL ObligationsContract related thereto, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ (ii) The ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, amend or otherwise modify any the rights of the Note Documents Seller other than: • Where the entire Receivable is being transferred to another entity affiliated with the current Obligor reflecting credit characteristics at least as favorable as those in any manner whatsoever other effect prior to such transfer; • The Obligor under an existing Aircraft Fractional Share substitutes the current collateral for another Aircraft Fractional Share of the same model type with prevailing market value equal to or greater than in any manner which would have the effect of contravening current collateral. The Servicer shall be entitled to amend the existing Contracts or enter into new Contracts provided that the principal financial terms of the Receivable, including, without limitation, the principal amount thereof, remain unchanged and all other provisions of such Contract are at least as favorable as those prior to such amendment or entry into such new Contract and the Servicer takes all actions perfect or to maintain perfection as are required by this Agreement; • To waive in accordance with the Standard of Care any late payment penalty or default interest that may accrue as a result of any late payment or other default; • The Servicer shall use commercially reasonable practices in managing past due amounts owing in respect of Receivables. In that connection, the Servicer shall be permitted to structure plans to bring not more than three months of past due amounts under a Receivable current over a repayment period not to exceed 180 days. For reporting purposes, such a Receivable will still be shown as past due until such past due amounts, as rescheduled, have been repaid in full; • In the case of a prepayment of a Receivable in respect of an Aircraft Fractional Share in connection with the transfer of a portion of such Aircraft Fractional Share back to Flight Options, to permit a release in the amount of the lien on the portion of such Aircraft Fractional Share so transferred pro rata with the amount of the Receivable prepayment; and • To extend the term of any Brazilian operating lease as set forth in the “Brazilian Operating Lease” section in Schedule II to a date no later than the Settlement Date occurring in September 2014; provided that with respect to any Refinancing the Servicer simultaneously receives extended powers of any attorney in favor of the Note Obligations, Administrative Agent effective through a date no earlier than three (3) months after the holders new scheduled expiration date of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms of this Agreementlease.

Amendments to Documents. (a) Senior Creditor and each Obligor shall be authorized to amend any of the Senior Creditor Loan Documents to which they are a party in accordance with the terms thereof, and without prior notice to or the consent of any of the holders of the Subordinated Debt, except that Senior Creditor and Borrowers shall not without the prior written consent of Subordinated Creditor (i) Each Note Agent, on behalf make Loans or other extensions of itself and credit that would cause the applicable Note Secured Parties, hereby agrees that, without affecting the obligations of such Note Agent and the applicable Note Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, aggregate Senior Debt outstanding at any time to exceed the Senior Debt Limit, (ii) increase the rate of interest payable with respect to the Senior Debt by more than 2.00% per annum over the rate in effect on the date hereof other than as a result of the imposition of the Default Rate (as defined in the Loan Agreement on the date hereof), (iii) increase the amount of the fees payable by Borrowers under the Loan Agreement as in effect on the date hereof, but without prejudice to Senior Creditor's and from time Borrowers' right to timeagree to the payment of other fees if and to the extent required by Senior Creditor as a condition to Senior Creditor's making available extensions of credit to Borrowers other than those provided for in the Loan Agreement on the date hereof, in their sole discretion without consisting of a term loan(iv) accelerate the consent of or notice to any Note Agent or any Note Secured Party, and without incurring any liability to any Note Agent or any Note Secured Party or affecting, impairing or releasing the priority amortization schedule of any Liens portion of the Senior Debt except as otherwise permitted by the Senior Creditor Loan Documents as such amortization schedule is in effect on the Collateral date hereof or as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructuresuch schedule may hereafter be accelerated with Borrowers' and Subordinated Creditor's prior written consent, or otherwise modify (v) alter any provisions in the Loan Agreement to prohibit Borrowers from making any payment on the Subordinated Debt when the holders of the ABL Documents in any manner whatsoever, other than in a manner which would have the effect of contravening Subordinated Debt are entitled under the terms of this AgreementAgreement to accept and retain such payment. Borrowers shall promptly after the execution of any such amendments or modifications give conformed copies thereof to Subordinated Creditor. (b) Without the prior written consent of Senior Creditor (which consent may be given or withheld in Senior Creditor's sole discretion), provided that with no provision of the Subordinated Debt Documents shall be amended, modified or supplemented if the effect thereof would be to (i) advance the originally scheduled dates for the payment of principal, interest or other sums payable in respect of any Subordinated Debt, or modify in any manner adverse to any Refinancing of any of Obligor the ABL Obligationsdates for or premiums payable in connection with prepayments, the holders of such Refinancing indebtedness bind themselves in a writing addressed to each Note Agent to the terms of this Agreement. ​ ​ (ii) The ABL Agentimpose on any Obligor prepayment charges, closing fees or other fees or amounts that are greater than the respective amounts thereof in effect on behalf the date hereof, or (iii) impose on any Obligor any representations, warranties, covenants, events of itself default or other provisions that are more restrictive or burdensome to such Obligor than the terms and the ABL Secured Parties, hereby agrees that, without affecting the obligations provisions of the ABL Agent and the ABL Secured Parties hereunder, each Note Agent and the Note Secured Parties may, at any time and from time to time, Subordinated Debt Documents as in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party, and without incurring any liability to the ABL Agent or any ABL Secured Party or impairing or releasing the priority of any Liens effect on the Collateral as provided for herein, amend, restate, supplement, replace, Refinance, extend, consolidate, restructure, or otherwise modify any of the Note Documents in any manner whatsoever other than in any manner which would have the effect of contravening the terms of this Agreement, provided that with respect to any Refinancing of any of the Note Obligations, the holders of such Refinancing indebtedness bind themselves in a writing addressed to the ABL Agent to the terms date of this Agreement.