Common use of Amendments to Finance Documents Clause in Contracts

Amendments to Finance Documents. (a) The Finance Documents may be amended, amended and restated, supplemented, modified, refinanced, replaced, renewed, extended or restructured from time to time in accordance with their terms, and the Indebtedness thereunder may be Refinanced; provided, however, that no such amendment, amendment and restatement, supplement, modification, replacement, renewal, extension, restructuring or Refinancing shall (it being understood and agreed that any DIP Financing under Section 5.02 shall not be subject to the terms of this Article 6), without the consent of the Intermediation Facility Secured Parties and the Term Loan Required Lenders, (i) contravene any provision of this Agreement (provided, that if the Intermediation Facility Termination Date shall have occurred, the consent of the Intermediation Facility Secured Parties shall not be required, and if the Term Loan Termination Date shall have occurred, the consent of the Term Loan Required Lenders shall not be required); provided further that, in the case of a Refinancing, the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement, (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) change (to an earlier date) the scheduled maturity date (as defined in the Term Loan Agreement), (vi) make the conditions to permit prepayments more restrictive and (vii) converting revolving loans to term loans. (b) Each of the Grantors and the Representatives agrees that each of the Term Loan Documents and the Intermediation Facility Security Documents shall contain the applicable provisions set forth on Annex II hereto, or similar provisions approved by the Representatives, which approval shall not be unreasonably withheld or delayed.

Amendments to Finance Documents. (a) The Finance Documents may be amended, amended and restated, supplemented, modified, refinanced, replaced, renewed, extended or restructured from time to time in accordance with their terms, and the Indebtedness thereunder may be Refinanced; provided, however, that no such amendment, amendment and restatement, supplement, modification, replacement, renewal, extension, restructuring or Refinancing shall (it being understood and agreed that any DIP Financing under Section 5.02 shall not be subject to the terms of this Article 6), without the consent of the Intermediation Facility Secured Parties, the Renewables Intermediation Facility Secured Parties and the Term Loan Required Lenders, (i) contravene any provision of this Agreement (provided, that (x) if the Intermediation Facility Termination Date shall have occurred, the consent of the Intermediation Facility Secured Parties shall not be required, (y) if the Renewables Intermediation Facility Termination Date shall have occurred, the consent of the Renewables Intermediation Facility Secured Parties shall not be required and (z) if the Term Loan Termination Date shall have occurred, the consent of the Term Loan Required Lenders shall not be required); provided further that, in the case of a Refinancing, the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement, (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) change (to an earlier date) the scheduled maturity date (as defined in the Term Loan Agreement), (vi) make the conditions to permit prepayments more restrictive and (vii) converting revolving loans to term loans. (b) Each of the Grantors and the Representatives agrees that each of the Term Loan Documents, the Intermediation Facility Security Documents and the Renewables Intermediation Facility Security Documents shall contain the applicable provisions set forth on Annex II hereto, or similar provisions approved by the Representatives, which approval shall not be unreasonably withheld or delayed.

Amendments to Finance Documents. With effect on and from (and subject to the occurrence of) the Effective Date, the Finance Documents shall be, and shall be deemed by this Deed to be, amended as follows: (a) The the definition of, and references throughout each of the Finance Documents may be amended, amended and restated, supplemented, modified, refinanced, replaced, renewed, extended or restructured from time to time in accordance with their terms, and the Indebtedness thereunder may be Refinanced; provided, however, that no such amendment, amendment and restatement, supplement, modification, replacement, renewal, extension, restructuring or Refinancing shall (it being understood and agreed that any DIP Financing under Section 5.02 shall not be subject to the terms of this Article 6), without the consent “Loan Agreement” and any of the Intermediation Facility Secured Parties and other Finance Documents shall be construed as if the Term Loan Required Lenderssame referred to, respectively: (i) contravene any provision of this Agreement (provided, that if the Intermediation Facility Termination Date shall have occurred, the consent of the Intermediation Facility Secured Parties shall not be required, Amended and if the Term Restated Loan Termination Date shall have occurred, the consent of the Term Loan Required Lenders shall not be required)Agreement; provided further that, in the case of a Refinancing, the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement, and (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) change (to an earlier date) the scheduled maturity date (other Finance Documents as defined in the Term Loan Agreement), (vi) make the conditions to permit prepayments more restrictive supplemented and (vii) converting revolving loans to term loans.amended by this Clause 5.2; (b) Each by deleting in the Trust Deed the definition “Loan Agreement” and replacing it with the following new definition: “‘Loan Agreement’ means the loan agreement referred to in Recital (A), as amended and supplemented from time to time”; (c) by deleting in the definition “Designated Shareholder” and clause 10.3 of the Grantors Corporate Guarantee the number ‘25’ and replacing it with the Representatives agrees that number ‘20’; (d) by deleting sub-paragraph (ii) of clause 12.3(b) of the Corporate Guarantee; (e) by construing references throughout each of the Term Loan Finance Documents to “the Borrowers” as if the same referred to the Borrowers (including, for the avoidance of doubt, the Additional Borrower), as joint and several borrowers, or, where the Intermediation Facility Security context so requires, any of them; and (f) by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed”, “hereunder” and other like expressions as if the same referred to those Finance Documents as supplemented and amended by this Deed. (g) the definition of, and references throughout each of the Finance Documents to the “Mortgage” shall contain be construed as if the applicable provisions set forth on Annex II hereto, or similar provisions approved same referred to that Mortgage as amended and supplemented by the Representativesrespective Mortgage Addendum; and (h) the definition of, which approval and references throughout each of the Finance Documents to the “Collateral Mortgage” shall not be unreasonably withheld or delayedconstrued as if the same referred to the Collateral Mortgage as amended and supplemented by the Collateral Mortgage Addendum.

Amendments to Finance Documents. (ai) The So long as a Class Discharge has not occurred and except as otherwise expressly provided herein, without the prior written consent of (A) in the case of the ABL Documents, the Term/Notes Agent (as directed by the Authorized Representative (as defined in the Collateral Trust Agreement) of each Class of Term/Notes Obligations (upon an affirmative vote of the Required Secured Parties of such Class to the extent required by the terms of the applicable Term/Notes Documents)) and (B) in the case of the Term/Notes Documents, the ABL Agent (upon an affirmative vote of the Required ABL Lenders to the extent required by the terms of the applicable ABL Documents), no Finance Documents Document (other than this Agreement) may be amended, amended and restated, supplemented, modifiedmodified or Refinanced in any manner that would contravene this Agreement or would contravene, refinancedor result in a breach or default under, replacedthis Agreement. (ii) So long as the Discharge of ABL Obligations has not occurred, renewed, extended the Term/Notes Agent agrees that each applicable Term/Notes Security Document shall include the following language (or restructured from time language to time similar effect approved in accordance with their terms, and writing by the Indebtedness thereunder may be Refinanced; provided, however, that no such amendment, amendment and restatement, supplement, modification, replacement, renewal, extension, restructuring or Refinancing shall (it being understood and agreed that any DIP Financing under Section 5.02 shall not be subject ABL Agent): “Notwithstanding anything herein to the terms of this Article 6), without the consent of the Intermediation Facility Secured Parties and the Term Loan Required Lenderscontrary, (i) contravene any provision of the liens and security interests granted to the Collateral Trustee pursuant to this Agreement and (providedii) the exercise of any right or remedy by the Collateral Trustee hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral, that if are subject to the Intermediation Facility Termination Date shall have occurredprovisions of the Intercreditor Agreement dated as of June 16, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the consent “ABL Intercreditor Agreement”), among Bank of America, N.A., WFB, Spectrum Brands, Inc., SB/RH Holdings, LLC and the Subsidiaries of Spectrum Brands, Inc. party thereto. In the event of any conflict between the terms of the Intermediation Facility Secured Parties shall not be required, ABL Intercreditor Agreement and if the Term Loan Termination Date shall have occurred, the consent of the Term Loan Required Lenders shall not be required); provided further that, in the case of a Refinancing, the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement, the terms of the ABL Intercreditor Agreement shall govern”. (iii) So long as the Discharge of Term/Notes Obligations has not occurred, the ABL Agent agrees that each applicable ABL Security Document shall include the following language (or language to similar effect approved in writing by the Term/Notes Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the ABL Agent pursuant to this Agreement and (ii) [reserved]the exercise of any right or remedy by the ABL Agent hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral, (iii) [reserved]are subject to the provisions of the Intercreditor Agreement dated as of June 16, (iv) [reserved], (v) change (to an earlier date) the scheduled maturity date 2010 (as defined in amended, restated, supplemented or otherwise modified from time to time, the Term Loan “Intercreditor Agreement”), (vi) make among Bank of America, N.A., Xxxxx Fargo Bank, National Association, Spectrum Brands, Inc., SB/RH Holdings, LLC and the conditions to permit prepayments more restrictive and (vii) converting revolving loans to term loans. (b) Each Subsidiaries of Spectrum Brands, Inc. party thereto. In the event of any conflict between the terms of the Grantors Intercreditor Agreement and the Representatives agrees that each terms of this Agreement, the terms of the Term Loan Documents and the Intermediation Facility Security Documents Intercreditor Agreement shall contain the applicable provisions set forth on Annex II hereto, or similar provisions approved by the Representatives, which approval shall not be unreasonably withheld or delayedgovern”.

Amendments to Finance Documents. (a) The So long as a Class Discharge has not occurred and except as otherwise expressly provided herein, without the prior written consent of (i) in the case the Bank Documents, the Noteholder Agent and (ii) in the case of the Noteholder Documents, the Bank Agent and the Required Lenders, no Finance Documents Document may be amended, amended supplemented, modified or Refinanced in any manner that would contravene this Agreement or would contravene, or result in a breach or default under, the Senior Credit Agreement or the Senior Secured Notes Indenture as in effect on the date hereof. (b) So long as the Discharge of Bank Obligations has not occurred, the Noteholder Agent agrees that each applicable Noteholder Collateral Document shall include the following language (or language to similar effect approved in writing by the Bank Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of December 29, 2006 (as amended, restated, supplementedsupplemented or otherwise modified from time to time, modifiedthe “Intercreditor Agreement”), refinancedamong Bank of America, replacedN.A., renewedThe Bank of New York Trust Company, extended or restructured N.A., Neenah Foundry Company and the Subsidiaries of Neenah Foundry Company party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”. (c) So long as the Discharge of Noteholder Claims has not occurred, the Bank Agent agrees that (i) at the request of the Noteholder Agent, any applicable Bank Collateral Document in effect on the date hereof and (ii) each applicable Bank Collateral Document in effect from time to time hereafter, shall include the following language (or language to similar effect approved in accordance with their termswriting by the Noteholder Agent): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the Indebtedness thereunder may be Refinancedexercise of any right or remedy by the Agent hereunder, are subject to the limitations and provisions of the Intercreditor Agreement dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America, N.A., The Bank of New York Trust Company, N.A., Neenah Foundry Company and the Subsidiaries of Neenah Foundry Company party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”. (d) In the event that the First-Lien Agent or the First-Lien Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the First-Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First-Lien Collateral Document or changing in any manner the rights of the First-Lien Agent, the First-Lien Secured Parties, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Lien Collateral Document without the consent of the Second-Lien Agent or any Second-Lien Secured Party and without any action by the Second-Lien Agent, the Company or any other Grantor; provided, that such amendment, waiver or consent does not (i) effect a release of Common Collateral except as permitted by Section 5.1 or (ii) materially adversely affect the rights of the Second-Lien Secured Parties or the interests of the Second-Lien Secured Parties in the Second-Lien Collateral (without regard to the fact that the Lien of such First-Lien Collateral Document is senior to the Lien of the Comparable Second-Lien Collateral Document). The First-Lien Agent shall give written notice of such amendment, waiver or consent to the Second-Lien Agent; provided, however, that no the failure to give such amendment, amendment and restatement, supplement, modification, replacement, renewal, extension, restructuring or Refinancing shall (it being understood and agreed that any DIP Financing under Section 5.02 notice shall not be subject affect the effectiveness of such amendment with respect to the terms provisions of this Article 6), without the consent of the Intermediation Facility Secured Parties and the Term Loan Required Lenders, (i) contravene any provision of this Agreement (provided, that if the Intermediation Facility Termination Date shall have occurred, the consent of the Intermediation Facility Secured Parties shall not be required, and if the Term Loan Termination Date shall have occurred, the consent of the Term Loan Required Lenders shall not be required); provided further that, in the case of a Refinancing, the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement, (ii) [reserved], (iii) [reserved], (iv) [reserved], (v) change (to an earlier date) the scheduled maturity date (Second-Lien Collateral Document as defined in the Term Loan Agreement), (vi) make the conditions to permit prepayments more restrictive and (vii) converting revolving loans to term loans. (b) Each of the Grantors and the Representatives agrees that each of the Term Loan Documents and the Intermediation Facility Security Documents shall contain the applicable provisions set forth on Annex II hereto, or similar provisions approved by the Representatives, which approval shall not be unreasonably withheld or delayedin this Section 5.3(d).

Amendments to Finance Documents. (ai) The So long as a Class Discharge has not occurred and except as otherwise expressly provided herein, without the prior written consent of (A) in the case of the ABL Documents, the Noteholder Collateral Agent and (B) in the case of the Noteholder Documents, the ABL Agent, no Finance Documents Document (other than this Agreement) may be amended, amended and restated, supplemented, modifiedmodified or Refinanced in any manner that would contravene this Agreement or would contravene, refinancedor result in a breach or default under, replacedthis Agreement. (ii) So long as the Discharge of ABL Obligations has not occurred, renewed, extended the Noteholder Collateral Agent agrees that each applicable Noteholder Security Document shall include the following language (or restructured from time language to time similar effect approved in accordance with their terms, and writing by the Indebtedness thereunder may be Refinanced; provided, however, that no such amendment, amendment and restatement, supplement, modification, replacement, renewal, extension, restructuring or Refinancing shall (it being understood and agreed that any DIP Financing under Section 5.02 shall not be subject ABL Agent): "Notwithstanding anything herein to the terms of this Article 6), without the consent of the Intermediation Facility Secured Parties and the Term Loan Required Lendersthe. contrary, (i) contravene any provision of the liens and security interests granted to the Noteholder Collateral Agent pursuant to this Agreement and (providedii) the exercise of any right or remedy by the Noteholder Collateral Agent, that if hereunder or the Intermediation Facility Termination Date shall have occurredapplication of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral, are subject to the provisions of the Intercreditor Agreement dated as of February 5, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the consent "Intercreditor Agreement"), among Xxxxxxxx Brands International, Inc. (the "Company"), the subsidiaries of the Intermediation Facility Secured Parties shall not be requiredCompany party thereto, Xxxxx Fargo Bank, National Association, as Noteholder Collateral Agent, and if Xxxxx Fargo Bank, National Association, as ABL Agent. In the Term Loan Termination Date shall have occurred, event of any conflict between the consent terms of the Term Loan Required Lenders shall not be required); provided further that, in the case of a Refinancing, the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern". (iii) So long as the Discharge of Noteholder Obligations has not occurred, the ABL Agent agrees that each applicable ABL Security Document shall include the following language (or language to similar effect approved in writing by the Noteholder Collateral Agent): "Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the ABL Agent pursuant to this Agreement and (ii) [reserved]the exercise of any right or remedy by the ABL Agent hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral, (iii) [reserved]are subject to the provisions of the Intercreditor Agreement dated as of February 5, (iv) [reserved], (v) change (to an earlier date) the scheduled maturity date 2013 (as defined in amended, restated, supplemented or otherwise modified from time to time, the Term Loan "Intercreditor Agreement"), among Xxxxxxxx Brands International, Inc. (vi) make the conditions to permit prepayments more restrictive and (vii) converting revolving loans to term loans. (b) Each "Company"), the subsidiaries of the Grantors Company party thereto, Xxxxx Fargo Bank, National Association, as Noteholder Collateral Agent, and Xxxxx Fargo Bank, National Association, as ABL Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the Representatives agrees that each terms of this Agreement, the terms of the Term Loan Documents and the Intermediation Facility Security Documents Intercreditor Agreement shall contain the applicable provisions set forth on Annex II hereto, or similar provisions approved by the Representatives, which approval shall not be unreasonably withheld or delayedgovern".