Common use of Amendments to Financing Documents Clause in Contracts

Amendments to Financing Documents. (a) Subject to, in the case of the Term Loan Documents, the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement among the Term Loan Claimholders, Financing Documents may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with their terms, and the Financing Documents and any Obligations thereunder may be Refinanced, in each case, without notice to, or the consent of any Collateral Agent or any other Claimholder, all without affecting the Lien subordination or other provisions of this Agreement; provided that the holders of such Refinancing debt bind themselves in a writing addressed to the Collateral Agents and the other Claimholders to the terms of this Agreement or another intercreditor agreement that is reasonably satisfactory to the Collateral Agents, and any such amendment, restatement, amendment and restatement, supplement, modification or Refinancing shall not contravene the provisions of this Agreement or any other Financing Document. (b) [Reserved.] (c) In the event that any Senior Collateral Agent enters into any amendment, restatement, amendment and restatement, supplement or other modification in respect of or replaces any of the Senior Collateral Documents for purposes of adding to, or deleting from, or waiving or consenting to any departures from any provisions of any Senior Collateral Document or changing in any manner the rights of the applicable Senior Collateral Agent, the Senior Claimholders, or any Obligor thereunder, in each case in respect of the Collateral in which a Senior Claimholder has a Senior Lien (including the release of any Liens on such Collateral securing the Senior Obligations), then such amendment, restatement, amendment and restatement, supplement or other modification in a manner that is applicable to all Senior Claimholders and all Senior Obligations shall apply automatically to any comparable provisions of each Comparable Junior Collateral Document without the consent of any Junior Collateral Agent, Junior Claimholder or any Obligor; provided, however that (1) such amendment, restatement, amendment and restatement, supplement or other modification does not (A) remove assets subject to any Liens on the Collateral securing any of the Junior Obligations or release any such Liens, except to the extent such release is permitted or required by Section 5.1 and provided there is a concurrent release of the corresponding Liens securing the Senior Obligations, (B) affect the rights or duties of any Junior Collateral Agent without its consent or (C) otherwise materially adversely affect the rights of the applicable Junior Claimholders or the interest of the applicable Junior Claimholders in such Collateral and not the Senior Collateral Agent or the Senior Claimholders that have a Senior Lien on the affected Collateral in a like manner, and (2) written notice of such amendment, restatement, amendment and restatement, supplement or other modification shall have been given to each Junior Collateral Agent within ten (10) Business Days of the effectiveness thereof (it being understood that the failure to deliver such notice shall not impair the effectiveness of any such amendment, restatement, amendment and restatement, supplement or other modification).

Amendments to Financing Documents. (a) Subject to, in the case The first paragraph of the Term Loan DocumentsAgreement is hereby deleted in its entirety and the following is inserted in lieu thereof: "THIS MASTER LOAN AND SECURITY AGREEMENT (this "Agreement") is made this 22nd day of November, 2011, by and among GSE SYSTEMS, INC., a Delaware corporation, GSE POWER SYSTEMS, INC., a Delaware corporation, and GSE ENVISION LLC, a New Jersey limited liability company, successor-by-merger to GSE ENVISION INC., a New Jersey corporation (each a "Borrower" and collectively, the First Lien/Second Lien Intercreditor Agreement "Borrowers") and any other intercreditor agreement among SUSQUEHANNA BANK (the Term Loan Claimholders, Financing Documents may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with their terms, and the Financing Documents and any Obligations thereunder may be Refinanced, in each case, without notice to, or the consent of any Collateral Agent or any other Claimholder, all without affecting the Lien subordination or other provisions of this Agreement; provided that the holders of such Refinancing debt bind themselves in a writing addressed to the Collateral Agents and the other Claimholders to the terms of this Agreement or another intercreditor agreement that is reasonably satisfactory to the Collateral Agents, and any such amendment, restatement, amendment and restatement, supplement, modification or Refinancing shall not contravene the provisions of this Agreement or any other Financing Document"Bank")." (b) [ReservedAll references in the Financing Documents to "GSE EnVision Inc. shall be changed to read "GSE EnVision LLC".] (c) In The Co-Borrowers and the event Bank agree and acknowledge that, as used in the Loan Agreement and the other Financing Documents, the term "Letter of Credit" shall be deemed to include both letters of credit issued directly by the Bank as well as any letter of credit, guaranty or financial accommodation issued or established by another bank or financial institution at the request of, or at the direction of, the Bank and for which the Bank faces credit exposure, liability or obligations (any such letter of credit or financial accommodation is hereafter referred to as a "Third Party Letter of Credit"). Any Third Party Letter of Credit shall reduce the availability of the Revolving Credit Amount as though the Bank issued the Letter of Credit directly for so long as such Third Party Letter of Credit remains outstanding. The Co-Borrowers' joint and several obligations to repay any liabilities incurred by the Bank under any Third Party Letter of Credit shall be evidenced by the Amended and Restated Revolving Credit Note dated of even date herewith from the Co-Borrowers in favor of the Bank. (d) The Loan Agreement and the other Financing Documents are hereby amended such that any Senior Collateral Agent enters into any amendment, restatement, amendment reference to the "Note" shall hereafter be deemed to refer to that certain Amended and restatement, supplement or other modification Restated Revolving Credit Note dated of even date herewith from the Co-Borrowers in respect of or replaces any favor of the Senior Collateral Documents for purposes of adding to, or deleting from, or waiving or consenting to any departures from any provisions of any Senior Collateral Document or changing in any manner the rights of the applicable Senior Collateral Agent, the Senior Claimholders, or any Obligor thereunder, in each case in respect of the Collateral in which a Senior Claimholder has a Senior Lien (including the release of any Liens on such Collateral securing the Senior Obligations), then such amendment, restatement, amendment and restatement, supplement or other modification in a manner that is applicable to all Senior Claimholders and all Senior Obligations shall apply automatically to any comparable provisions of each Comparable Junior Collateral Document without the consent of any Junior Collateral Agent, Junior Claimholder or any Obligor; provided, however that (1) such amendment, restatement, amendment and restatement, supplement or other modification does not (A) remove assets subject to any Liens on the Collateral securing any of the Junior Obligations or release any such Liens, except to the extent such release is permitted or required by Section 5.1 and provided there is a concurrent release of the corresponding Liens securing the Senior Obligations, (B) affect the rights or duties of any Junior Collateral Agent without its consent or (C) otherwise materially adversely affect the rights of the applicable Junior Claimholders or the interest of the applicable Junior Claimholders in such Collateral and not the Senior Collateral Agent or the Senior Claimholders that have a Senior Lien on the affected Collateral in a like manner, and (2) written notice of such amendment, restatement, amendment and restatement, supplement or other modification shall have been given to each Junior Collateral Agent within ten (10) Business Days of the effectiveness thereof (it being understood that the failure to deliver such notice shall not impair the effectiveness of any such amendment, restatement, amendment and restatement, supplement or other modification)Bank.

Amendments to Financing Documents. Any term, covenant, agreement or condition of this Agreement and, unless explicitly provided otherwise therein, of any of the other Financing Documents, other than the 1992 Note and the 1992 Deed of Trust, may, with the consent of Borrower, be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by one or more substantially concurrent written instructions signed by the Required Holders, provided that: (a) Subject to, in the case of the Term Loan Documents, the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement among the Term Loan Claimholders, Financing Documents may be amended, restated, amended and restated, supplemented No such amendment or otherwise modified in accordance with their terms, and the Financing Documents and any Obligations thereunder may be Refinanced, in each casewaiver shall, without notice to, or the consent of all of the Holders, (1) change the amount of the principal of any Collateral Agent of the Notes or change the amounts or dates of payment of any payment or prepayment of principal due upon any of the Notes or reduce the rate or change the time of payment of interest on any of the Notes, or subordinate the obligation of Borrower to pay the principal of, premium, if any, and interest on the Notes to any other Claimholderobligation, all without affecting the Lien subordination or other provisions modify any of this Agreement; provided that the holders of such Refinancing debt bind themselves in a writing addressed to the Collateral Agents and the other Claimholders to the terms of this Agreement or another intercreditor agreement that is reasonably satisfactory to the Collateral Agents, and any such amendment, restatement, amendment and restatement, supplement, modification or Refinancing shall not contravene the provisions of this Agreement or of the Notes with respect to the payment or prepayment thereof (including the amount of any other Financing Document.premium payable on any prepayment); or (2) change the percentage of the Holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes, without the consent of the Holders of all of the Notes at the time outstanding; and (b) [Reserved.]No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon / / / / / / / / / / / / / / / / / / / / / / / / If this Agreement is satisfactory to you, please so indicate by signing the acceptance at the foot of a counterpart of this Agreement and return such counterpart to Borrower, whereupon this Agreement will become binding between us in accordance with its terms. Very truly yours, XXXX RESOURCES, A DELAWARE LIMITED PARTNERSHIP, a Delaware limited partnership By: Xxxx MPG, Inc., a Delaware corporation, its managing general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President & CFO The foregoing Agreement is hereby accepted as of the date first above written: XXXX XXXXXXX LIFE INSURANCE COMPANY By: /s/ C. Xxxxxxx Xxxx Name: C. Xxxxxxx Xxxx Title: Director XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY By: /s/ C. Xxxxxxx Xxxx Name: C. Xxxxxxx Xxxx Title: Director XXXX XXXXXXX LIFE INSURANCE COMPANY XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY (c) In the event that any Senior Collateral Agent enters into any amendment, restatement, amendment and restatement, supplement 1. All payments on account of Notes or other modification obligations in respect of or replaces any of accordance with the Senior Collateral Documents provisions thereof shall be made by bank wire transfer in immediately available funds for purposes of adding credit, not later than 12 noon, Boston time, to: Wire money to: Bank One, or deleting fromIllinois ABA # 000000000 For credit to: Xxxx Xxxxxxx Champaign Service Center- Mtg/Bond Account # 617423603 Reference: Loan # 163908 2. Contemporaneously with the above wire transfer, or waiving or consenting to any departures from any provisions of any Senior Collateral Document or changing in any manner the rights of the applicable Senior Collateral Agent, the Senior Claimholders, or any Obligor thereunder, in each case in respect of the Collateral in which a Senior Claimholder has a Senior Lien (including the release of any Liens on such Collateral securing the Senior Obligations), then such amendment, restatement, amendment and restatement, supplement or other modification in a manner that is applicable to all Senior Claimholders and all Senior Obligations shall apply automatically to any comparable provisions of each Comparable Junior Collateral Document without the consent of any Junior Collateral Agent, Junior Claimholder or any Obligor; provided, however that advice setting forth: (1) such amendmentthe full name, restatement, amendment interest rate and restatement, supplement maturity date of the Notes or other modification does not (A) remove assets subject to any Liens on the Collateral securing any of the Junior Obligations or release any such Liens, except to the extent such release is permitted or required by Section 5.1 and provided there is a concurrent release of the corresponding Liens securing the Senior Obligations, (B) affect the rights or duties of any Junior Collateral Agent without its consent or (C) otherwise materially adversely affect the rights of the applicable Junior Claimholders or the interest of the applicable Junior Claimholders in such Collateral and not the Senior Collateral Agent or the Senior Claimholders that have a Senior Lien on the affected Collateral in a like manner, and obligations; (2) written allocation of payment between principal and interest and any special payment; and (3) name and address of Bank from which wire transfer was sentshall be delivered or mailed to: Xxxx Xxxxxxx Financial Services Bond and Corporate Service Center 000 Xxxxxxxxx Xx., Xxxxx X Xxxxxxxxx, XX 00000-0000 Attn: Accounting Phone No. 000-000-0000 Facsimile No. 000-000-0000 with a copy to: Xxxx Xxxxxxx Life Insurance Company Bond and Corporate Finance Group 0000 Xxxxxxx Xxxx Xxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: C. Xxxxxxx Xxxx 3. All notices with respect to prepayments, both scheduled and unscheduled, whether partial or in full, and notice of such amendmentmaturity shall be delivered or mailed to: Xxxx Xxxxxxx Financial Services Bond and Corporate Service Center 000 Xxxxxxxxx Xx., restatementXxxxx X Xxxxxxxxx, amendment XX 00000-0000 Phone No. 000-000-0000 Facsimile No. 000-000-0000 with a copy to: Xxxx Xxxxxxx Life Insurance Company Bond and restatementCorporate Finance Group 0000 Xxxxxxx Xxxx Xxx, supplement Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: C. Xxxxxxx Xxxx and: Xxxx Xxxxxxx Life Insurance Company Xxxx Xxxxxxx Place 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Investment Law Division, T-30 4. All other communications which shall include, but not be limited to, financial statements and certificates of compliance with financial covenants, shall be delivered or other modification mailed to: Xxxx Xxxxxxx Life Insurance Company Xxxx Xxxxxxx Place 000 Xxxxxxxxx Xxxxxx X.X. Xxx 000 Xxxxxx, XX 00000 Attention: Bond and Corporate Finance Group T–57 with a copy to: Xxxx Xxxxxxx Life Insurance Company Bond and Corporate Finance Group 0000 Xxxxxxx Xxxx Xxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: C. Xxxxxxx Xxxx 5. All Securities shall have been given be registered in the name of Xxxx Xxxxxxx Life Insurance Company with respect to each Junior Collateral Agent within ten (10) Business Days of the effectiveness thereof (it being understood that the failure Notes F-1 and F-2 referenced on Annex VI and Xxxx Xxxxxxx Variable Life Insurance Company with respect to deliver such notice shall not impair the effectiveness of any such amendment, restatement, amendment and restatement, supplement or other modification)Note F-3 referenced on Annex VI. 6. Borrower’s Tax I.D. No.: 00-0000000.