Common use of Amendments to Second Lien Documents Clause in Contracts

Amendments to Second Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agent, no Second Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Second Lien Document, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Security Documents, (iii) confer any additional rights on the Second Lien Collateral Agent or any other Second Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, (iv) contravene the provisions of this Agreement or the Priority Lien Documents or (v) modify any Second Lien Document in any manner that would not have been permitted under the Priority Lien Documents to have been included in such Second Lien Document if such Second Lien Document was entered into as of the date of such amendment, supplement, restatement or modification and

Amendments to Second Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agent, no Second Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Second Lien Document, would (i) require the payment of interest or fees in cash (other than (A) the payments with the proceeds of any such new Second Lien Loan Document and (B) the payment of an agency fee in an amount consistent with then market terms), (ii) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that an increase in the amount of secured obligations owing under the Second Lien Documents (including, without limitation, an increase in the amount of interest or fees to be paid in kind thereunder and the making of the payments contemplated by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant to the Priority Lien Documents, (iiiii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Security Documents, (iiiiv) confer any additional rights on the Second Lien Collateral Agent or any other Second Lien Secured Party in a manner adverse to the rights of Priority Lien Secured PartiesParties under the Priority Lien Documents, or (ivv) contravene the provisions of this Agreement or the Priority Lien Documents or (v) modify any Second Lien Document in any manner that would not have been permitted under the Priority Lien Documents to have been included in such Second Lien Document if such Second Lien Document was entered into as of the date of such amendment, supplement, restatement or modification andDocuments.

Amendments to Second Lien Documents. (a) Prior to Until the Discharge of Priority First Lien ObligationsObligations has occurred, and notwithstanding anything to the contrary contained in the Second Lien Documents, the Second Lien Creditors shall not, without the prior written consent of the Priority First Lien Agent, no Second Lien Document may be amendedamend, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendmentrestate, supplement, restatement modify, substitute, renew or modification and/or refinancing, Refinance any or the terms all of any new Second Lien Document, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Security DocumentsDocuments to (a) directly or indirectly increase the applicable interest rates in respect of the Second Lien Obligations (excluding, without limitation, fluctuations in underlying rate indices and imposition of a default rate of 2% per annum) by more than 300 basis points per annum, (iiib) confer shorten the maturity or weighted average life to maturity of the Second Lien Obligations, require that any additional rights payment on the Second Lien Collateral Obligations be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, or add or make more restrictive any mandatory prepayment, redemption, repurchase, sinking fund or similar requirement, provided that the prior written consent of the First Lien Agent or shall not be required with respect to any other modification which shortens the maturity of the Second Lien Secured Party Obligations upon the effectiveness of any change made to shorten the maturity of the First Lien Obligations by an equivalent period, (c) add or modify in a manner adverse to any Obligor or any First Lien Creditor any covenant, agreement or event of default under the Priority Second Lien Secured PartiesDocuments (except to the extent necessary to conform to changes made to the First Lien Documents, excluding changes related to the first priority status of the First Lien Obligations and subject to the preservation of cushions on financial covenant levels and dollar amounts consistent with those contained in the First Lien Documents in effect prior to such addition or modification), (ivd) contravene restrict the provisions amendment of this Agreement or the Priority First Lien Documents except as set forth in Section 4.1 or (ve) modify any increase the principal amount of the Second Lien Document in any manner that would not have Obligations (other than, subject to clause (a) above, as a result of interest thereon having been permitted under the Priority Lien Documents to have been included in such Second Lien Document if such Second Lien Document was entered into as of the date of such amendment, supplement, restatement paid in-kind or modification andcapitalized).

Amendments to Second Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, without Without the prior written consent of the Priority Lien Agent, no Second Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Second Lien Document, Document would (i) adversely affect the lien payment or priority rights of the Priority Lien Secured Parties including but not limited to changing the interest rates, fees, tenor, or excess cash flow formula, if any, advancing any date upon which a scheduled payment of principal or interest is due, or otherwise decreasing the rights of weighted average life to maturity, changing a prepayment, redemption or defeasance provision so as to require a new payment or accelerate an existing payment obligation or changing a term that would result in a default under the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien DocumentsCredit Agreement, (ii) amend, supplement or otherwise modify the term “default” or “event of default” (or words of similar import) contained in any Second Lien Document, (iii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Security Documents, (iiiiv) increase the principal amount of the Second Lien Debt or confer any additional rights on the Second Lien Collateral Agent or any other Second Lien Secured Party EXXI in a manner adverse to the Priority Lien Secured Parties, (ivv) modify any financial covenant, negative covenant, default or event of default to make it more restrictive than the Priority Credit Agreement or (vi) contravene the provisions of this Agreement or the Priority Lien Documents or (v) modify any Second Lien Document in any manner that would not have been permitted under the Priority Lien Documents to have been included in such Second Lien Document if such Second Lien Document was entered into as of the date of such amendment, supplement, restatement or modification andDocuments.

Amendments to Second Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agent, no The Second Lien Document Documents, other than this Agreement, representing any Series of Second Lien Obligations may be amended, supplementedamended and restated, restated supplemented or otherwise modified and/or refinanced in accordance with their terms and any Series of Second Lien Obligations may be Refinanced, in each case without the consent of any Second Lien Agent or entered into any Second Lien Claimholder of any other Series of Second Lien Obligations; provided, however, that the holders of such Refinancing debt bind themselves in a writing addressed to the extent such amendment, supplement, restatement or modification and/or refinancing, or Second Lien Agents and the Second Lien Claimholders to the terms of any new Second Lien Documentthis Agreement. (b) To the extent, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant and only to the Priority extent, permitted by this Agreement and the other Second Lien Documents, (ii) except as otherwise provided for in this AgreementCIT, add any Liens securing the Collateral granted under other Issuers and the Subsidiary Guarantors may from time to time incur, issue or sell one or more series or classes of additional Second Lien Security Documents, Obligations (iiithe “Additional Second Lien Debt”). The Additional Second Lien Debt and any guaranties delivered by CIT or the Subsidiary Guarantors in connection therewith (the “Additional Second Lien Guaranties”) confer any additional rights on may be secured by the Second Lien Collateral Agent Documents; provided that the administrative agent and the collateral agent or any similar agents (the “Authorized Representatives”) in respect of the Additional Second Lien Debt shall deliver a Joinder Agreement to become parties to this Agreement, and shall become parties to the other Second Lien Secured Party Documents, each in a manner adverse accordance with its terms. This Agreement may be amended from time to time pursuant to one or more Joinder Agreements upon prior notice to but without the Priority consent of the Second Lien Secured Parties, (iv) contravene the provisions of this Agreement Agents or the Priority Lien Documents or (v) modify any Second Lien Document in Claimholders to add the Authorized Representatives of any manner that would not have been permitted under the Priority Lien Documents to have been included in such applicable Additional Second Lien Document if such Second Lien Document was entered into as of the date of such amendment, supplement, restatement or modification andDebt.