Amendments to Term Loan Documents. The Term Loan Secured Parties shall not amend, waive or otherwise modify the provisions of the Term Loan Documents without the prior written consent of the Revolving Credit Agent which would (i) increase the aggregate principal amount (exclusive of interest, fees, costs and expenses) outstanding on the Term Loan Debt to an amount in excess of (A) $325,000,000 less (B) any principal repayments made on account of the Term Loan Debt, (ii) shorten the final maturity of any of the Term Loan Debt (other than due to acceleration in accordance with the terms of the Term Loan Documents), (iii) advance any other scheduled date for the payment of principal, interest or fees payable in respect of the Term Loan Debt, (iv) increase any interest rate margin on the Term Loan Debt by more than 350 basis points (3.50%), other than (A) by operation of a pricing matrix or grid based upon a measure or financial performance or the imposition of a default rate of interest, as such matrix, grid or default rate of interest exists in the Term Loan Documents as in effect on the date hereof, or (B) increases attributable to changes in the Eurodollar Rate or Alternate Base Rate; (v) increase any fees under the Term Loan Documents, other than by the imposition of a default rate with respect thereto, as such fees and default rate exists in the Term Loan Documents as in effect on the date hereof, (vi) increase any scheduled or mandatory payment, or require any additional payments, of the principal amount of any Term Loan Debt in addition to that which exists in the Term Loan Documents as in effect on the date hereof, or (vii) add any limitations or restrictions on payments of the Revolving Loan Debt to those existing in the Term Loan Documents as in effect on the date hereof, provided that nothing contained in this Section 3.2 or elsewhere in this Agreement shall be construed to require the consent of the Revolving Agent to any waiver by the Term Loan Secured Parties of any default or event of default under the Term Loan Documents or other term, provision or condition contained in any of the Term Loan Documents or of any of the rights and remedies of the Term Loan Secured Parties thereunder. The Term Loan Secured Parties shall be entitled to receive (x) fees for amendments, providing consents, waiving defaults or granting forbearances and (y) for the reimbursement of any reasonable out-of-pocket expenses (including fees of attorneys, appraisers, consultants and advisors) relating thereto in accordance with the terms of the Term Loan Documents.
Appears in 2 contracts
Samples: Intercreditor Agreement (Eddie Bauer Holdings, Inc.), Intercreditor Agreement (Eddie Bauer Holdings, Inc.)
Amendments to Term Loan Documents. The Term Loan Documents may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with their terms and the Term Loan Obligations may be Refinanced with replacement Term Loan Obligations, in each case, without notice to, or the consent of, the ABL Secured Party, all without affecting the Lien subordination or other provisions of this Agreement; provided, that the holders of any Refinancing debt bind themselves in a joinder agreement reasonably acceptable to the Secured Parties shall not amendand addressed to the Secured Parties (other than the Secured Party representing such holders), waive to the terms of this Agreement; and provided, further, that any such amendment, restatement, amendment and restatement, supplement, modification or otherwise modify Refinancing (except for a Term Loan DIP Financing deemed consented to by ABL Secured Party pursuant to Section 6.1(b) hereof and that is consistent with the provisions priorities provided for in this Agreement) of the Term Loan Documents shall not, without the prior written consent of the Revolving Credit Agent which would ABL Secured Party:
(i) increase contravene the provisions of this Agreement; or
(ii) result in the aggregate principal Principal amount (exclusive of interest, fees, costs and expenses) Term Loan Claims outstanding on under the Term Loan Debt Documents (as determined after giving effect to an amount such amendment, modification or waiver) exceeding the Maximum Term Loan Amount; or
(iii) increase the “LIBOR Rate”, “Base Rate” or similar component of the interest rate (whether in excess of cash or in kind) by more than 3.00% per annum (the “Term Loan Rate Cap”); provided that (A) $325,000,000 less the following shall be deemed to be increases in interest rate for purposes of calculating the Term Loan Rate Cap: (BI) any principal repayments made imposition or increase in any LIBOR “floor” or in any base rate “floor,” in each case only to the extent such imposition or increase actually increases the interest rate that would be applicable on account the date of determination, and (II) any increase to the default rate at the time of any amendment to the Term Loan Agreement or any Refinancing of the Term Loan DebtAgreement and (B) the following shall be deemed not to be increases in interest rate for purposes of calculating the Term Loan Rate Cap: (I) the accrual of interest at the default rate of interest originally contained in the Term Loan Agreement, (iiII) shorten any amendment, forbearance, waiver or consent related fees and expenses payable in the final maturity event of an amendment, amendment and restatement, replacement, supplement, modification or Refinancing, (III) fluctuations in any “base” rate or component or other underlying reference rate of such interest rate and (IV) arrangement, commitment, underwriting, structuring, amendment or other fees and expenses or any upfront fees or any OID paid in connection with a Refinancing in excess of those paid on the effective date of the Term Loan Debt Agreement paid or payable to any agent, arranger, underwriter, trustee or similar Person in their respective capacities as such; or
(other than due to acceleration in accordance with the terms iv) modify or add any covenant or event of default under the Term Loan Documents), (iii) advance any other scheduled date for the payment of principal, interest Documents that directly restricts Borrowers or fees payable in respect their subsidiaries from making payments of the Term Loan Debt, (iv) increase any interest rate margin on the Term Loan Debt by more than 350 basis points (3.50%), other than (A) by operation of a pricing matrix or grid based upon a measure or financial performance or the imposition of a default rate of interest, as such matrix, grid or default rate of interest exists in ABL Claims and Excess ABL Claims that would otherwise be permitted under the Term Loan Documents as in effect on the date hereof, or (B) increases attributable to changes in the Eurodollar Rate or Alternate Base Rate; or
(v) amend or modify the prepayment provisions of the Term Loan Agreement that require mandatory prepayments to increase any fees the amount or frequency of such required prepayments; or
(vi) accelerate the stated maturity date of the indebtedness under the Term Loan Documents, other Agreement to a date earlier than the final stated maturity date of the indebtedness under the ABL Loan Agreement as of the date hereof; or
(vii) except as otherwise contemplated or required by the imposition of a default rate with respect thereto, as such fees and default rate exists in the Term Loan Documents (as in effect on the date hereof, (vi) increase any scheduled or mandatory payment, or require any additional payments, of the principal amount of and except in connection with any Term Loan Debt DIP Financing permitted hereunder, expressly subordinate the Lien on all or substantially all of the Term Loan Priority Collateral to the Lien of any other creditor on the Term Loan Priority Collateral; or
(viii) except in addition connection with a Refinancing and on terms reasonably acceptable to that which exists ABL Secured Party, other than as imposed in connection with and as a result of the existence of an Event of Default under the Term Loan Agreement, change or add any negative covenant, financial maintenance covenant or event of default in the Term Loan Documents Agreement or any other Term Loan Document (in each case, as in effect on the date hereof, ) in a manner that is more restrictive taken as a whole with all such changes or additions (vii) add any limitations unless such changes or restrictions on payments additions made otherwise than in connection with and as a result of the Revolving Loan Debt to those existing in the Term Loan Documents as in effect on the date hereof, provided that nothing contained in this Section 3.2 or elsewhere in this Agreement shall be construed to require the consent existence of the Revolving Agent to any waiver by the Term Loan Secured Parties such Event of any default or event of default Default under the Term Loan Agreement are accompanied by corresponding changes or additions in the ABL Loan Documents or other term, provision or condition contained (maintaining any appropriate cushions consistent with those in any existence as of the Term Loan Documents or of any of the rights and remedies of the Term Loan Secured Parties thereunder. The Term Loan Secured Parties shall be entitled to receive (x) fees for amendments, providing consents, waiving defaults or granting forbearances and (y) for the reimbursement of any reasonable out-of-pocket expenses (including fees of attorneys, appraisers, consultants and advisors) relating thereto in accordance with the terms of the Term Loan Documentsdate hereof)).
Appears in 1 contract
Samples: Intercreditor Agreement (Blyth Inc)
Amendments to Term Loan Documents. The Each Loan Party and the Term Loan Representative, on behalf of itself and the Term Loan Secured Parties Parties, agrees that it shall not amend, waive at any time execute or otherwise modify the provisions deliver any amendment or other modification to any of the Term Loan Documents without the prior written consent of the Revolving Credit Agent which ABL Representative that would (i) increase contravene the aggregate principal amount (exclusive terms of interest, fees, costs and expenses) outstanding on the Term Loan Debt to an amount in excess of (A) $325,000,000 less (B) any principal repayments made on account of the Term Loan Debt, this Agreement; (ii) shorten increase the final maturity of any “Applicable Margin” (or similar component of the Term Loan Debt (other than due to acceleration in accordance with the terms of the Term Loan Documents), (iiiinterest rate) advance or increase or add any other scheduled date for the payment of principal, interest recurring fees or fees payable in respect of the Term Loan Debt, (iv) increase any interest rate margin on the Term Loan Debt recurring charges by more than 350 300 basis points (3.50%), other than (A) by operation of a pricing matrix or grid based upon a measure or financial performance or in the imposition of a default rate of interest, as such matrix, grid or default rate of interest exists aggregate from the rates set forth in the Term Loan Documents Credit Agreement as in effect on the date hereof, or hereof (Bexcluding (A) increases attributable to changes in the Eurodollar Rate or Alternate Base Rate; (v) increase resulting from application of any fees under the Term Loan Documents, other than by the imposition of a default rate with respect thereto, as such fees and default rate exists pricing grid set forth in the Term Loan Documents Credit Agreement as in effect on the date hereofhereof or changes in underlying reference rates not caused by an amendment, (vi) increase any scheduled supplement, modification or mandatory payment, or require any additional payments, refinancing of the principal amount of any Term Loan Debt in addition to that which exists in the Term Loan Documents as Credit Agreement (other than a benchmark replacement with a successor reference rate); (B) increases resulting from the accrual of interest or fees at the default rate therefor; and (C) one-time, non-recurring fees, whether payable at one time or in effect on the date hereofmultiple installments, in connection with an amendment or (vii) add any limitations waiver or restrictions on payments of the Revolving Loan Debt similar agreement relating to those existing in the Term Loan Documents as in effect on the date hereof, provided that nothing contained in this Section 3.2 or elsewhere in this Agreement shall be construed to require the consent of the Revolving Agent to any waiver by the Term Loan Secured Parties of any default or event of default under the Term Loan Documents or other termcustomary one time fees in connection with any extension of any additional financing thereunder or refinancing thereof (including any upfront, provision commitment or condition contained arrangement fees); (iii) modify (or have the effect of a modification of) the mandatory redemption or mandatory prepayment provisions thereof (including excess cash flow recapture and scheduled amortization), in each case, in a manner that makes them more restrictive to the Loan Parties (taken as a whole) in any material respect; or (iv) directly restrict the Loan Parties from making payments of the ABL Obligations; provided that, for the avoidance of doubt, the foregoing clauses (ii) through (iii) shall not apply with respect to any Term Loan Documents or of any of the rights and remedies of the Term Loan Secured Parties thereunder. The Term Loan Secured Parties shall be entitled to receive (x) fees for amendments, providing consents, waiving defaults or granting forbearances and (y) for the reimbursement of any reasonable out-of-pocket expenses (including fees of attorneys, appraisers, consultants and advisors) relating thereto in accordance with the terms of the Term Loan DocumentsDIP Financing.
Appears in 1 contract
Samples: Intercreditor Agreement (Solaris Energy Infrastructure, Inc.)
Amendments to Term Loan Documents. The Term Loan Secured Parties shall not amendDocuments may be amended, waive supplemented or otherwise modify modified in accordance with their terms and the Term Loan Agreement may be refinanced, in each case, without notice to, or the consent of the ABL Agent or the other ABL Secured Parties, all without affecting the lien subordination or other provisions set forth in the Intercreditor Agreement (even if any right of subrogation or other right or remedy of ABL Agent or any other ABL Secured Party is affected, impaired or extinguished thereby); provided, that,
(a) the holders of the Term Loan Documents Debt as so Refinanced bind themselves in a writing addressed to the ABL Agent to the terms of this Agreement, and
(b) without the prior written consent of the Revolving Credit Agent which would ABL Agent, any such amendment, supplement, modification or refinancing shall not:
(i) increase the sum of the then outstanding aggregate principal amount (exclusive of interest, fees, costs and expenses) outstanding on the loans under the Term Loan Debt to an amount Agreement in excess of (A) $325,000,000 less (B) any principal repayments made on account of the Term Loan Debt, Cap;
(ii) increase the “Applicable Margin” or similar component of the interest rate by more than three percent (3%) per annum (excluding increases resulting from the accrual of interest at the default rate or changes in the underlying rate) or increase the amount, or frequency of payment, of any recurring fees provided for in the Term Loan Agreement;
(iii) shorten the final scheduled maturity of any the Term Loan Agreement (other than in connection with a Term Loan Event of Default or the payment in full in cash of the Term Loan Debt (prior to the scheduled maturity thereof or by means of any other than due to acceleration in accordance with shortening of the terms of scheduled maturity as provided for under the Term Loan Documents), (iii) advance any other scheduled date for the payment of principal, interest or fees payable in respect of the Term Loan Debt, (iv) increase any interest rate margin on the Term Loan Debt by more than 350 basis points (3.50%), other than (A) by operation of a pricing matrix or grid based upon a measure or financial performance or the imposition of a default rate of interest, as such matrix, grid or default rate of interest exists in the Term Loan Documents Agreement as in effect on the date hereof, or (B) increases attributable to changes in a date prior to the Eurodollar Rate or Alternate Base Rate; (v) increase any fees under scheduled maturity date of the Term Loan Documents, other than by the imposition of a default rate with respect thereto, as such fees and default rate exists in the Term Loan Documents Agreement as in effect on the date hereof, (vi) increase any scheduled hereof or mandatory payment, or require any additional payments, of the principal amount of any Term Loan Debt in addition to that which exists in the Term Loan Documents as in effect on the date hereof, or (vii) add any limitations or restrictions on payments of the Revolving Loan Debt to those existing in the Term Loan Documents as in effect on the date hereof, provided that nothing contained in this Section 3.2 or elsewhere in this Agreement shall be construed to require the consent of the Revolving Agent pursuant to any waiver by refinancing thereof;
(iv) modify (or have the Term Loan Secured Parties effect of any default or event of default under a modification of) the Term Loan Documents or other term, provision or condition contained in any prepayment provisions of the Term Loan Documents Agreement that require mandatory prepayments in a manner that increases the amount or frequency of any of such required prepayments, or requires additional mandatory prepayments, limits the rights of Grantors with respect thereto or changes the order and remedies of manner in which such prepayments are applied against the Term Loan Secured Parties thereunder. The Term Loan Secured Parties shall be entitled Debt, or changes to receive (x) fees for amendments, providing consents, waiving defaults or granting forbearances and (y) earlier dates any scheduled dates for the reimbursement payment of any reasonable out-of-pocket expenses (including fees of attorneys, appraisers, consultants and advisors) relating thereto in accordance principal or interest with the terms of respect to the Term Loan Debt;
(v) add or modify any restriction on payment or prepayment of the ABL Debt;
(vi) add any restriction on amendments, waivers or other modifications to the ABL Documents; or
(vii) contravene the provisions of this Agreement.
Appears in 1 contract
Amendments to Term Loan Documents. The Term Loan Secured Parties shall not amendDocuments may be amended, waive supplemented or otherwise modify modified in accordance with their terms and the Term Loan Agreement may be refinanced, in each case, without notice to, or the consent of the ABL Agent or the other ABL Secured Parties, all without affecting the lien subordination or other provisions set forth in the Intercreditor Agreement (even if any right of subrogation or other right or remedy of ABL Agent or any other ABL Secured Party is affected, impaired or extinguished thereby); provided, that,
(a) the holders of the Term Loan Documents Debt as so Refinanced bind themselves in a writing addressed to the ABL Agent to the terms of this Agreement, and
(b) without the prior written consent of the Revolving Credit Agent which would ABL Agent, any such amendment, supplement, modification or refinancing shall not:
(i) increase the sum of the then outstanding aggregate principal amount (exclusive of interest, fees, costs and expenses) outstanding on the loans under the Term Loan Debt to an amount Agreement in excess of (A) $325,000,000 less (B) any principal repayments made on account of the Term Loan Debt, Cap;
(ii) increase the “Applicable Margin” or similar component of the interest rate by more than three percent (3%) per annum (excluding increases resulting from the accrual of interest at the default rate or changes in the underlying rate) or increase the amount, or frequency of payment, of any recurring fees provided for in the Term Loan Agreement;
(iii) shorten the final scheduled maturity of any the Term Loan Agreement (other than in connection with a Term Loan Event of Default or the payment in full in cash of the Term Loan Debt (prior to the scheduled maturity thereof or by means of any other than due to acceleration in accordance with shortening of the terms of scheduled maturity as provided for under the Term Loan Documents), (iii) advance any other scheduled date for the payment of principal, interest or fees payable in respect of the Term Loan Debt, (iv) increase any interest rate margin on the Term Loan Debt by more than 350 basis points (3.50%), other than (A) by operation of a pricing matrix or grid based upon a measure or financial performance or the imposition of a default rate of interest, as such matrix, grid or default rate of interest exists in the Term Loan Documents Agreement as in effect on the date hereof, or (B) increases attributable to changes in a date prior to the Eurodollar Rate or Alternate Base Rate; (v) increase any fees under scheduled maturity date of the Term Loan Documents, other than by the imposition of a default rate with respect thereto, as such fees and default rate exists in the Term Loan Documents Agreement as in effect on the date hereof, (vi) increase any scheduled hereof or mandatory payment, or require any additional payments, of the principal amount of any Term Loan Debt in addition to that which exists in the Term Loan Documents as in effect on the date hereof, or (vii) add any limitations or restrictions on payments of the Revolving Loan Debt to those existing in the Term Loan Documents as in effect on the date hereof, provided that nothing contained in this Section 3.2 or elsewhere in this Agreement shall be construed to require the consent of the Revolving Agent pursuant to any waiver by the Term Loan Secured Parties of any default or event of default under the Term Loan Documents or other term, provision or condition contained in any of the Term Loan Documents or of any of the rights and remedies of the Term Loan Secured Parties thereunder. The Term Loan Secured Parties shall be entitled to receive (x) fees for amendments, providing consents, waiving defaults or granting forbearances and (y) for the reimbursement of any reasonable out-of-pocket expenses (including fees of attorneys, appraisers, consultants and advisors) relating thereto in accordance with the terms of the Term Loan Documents.refinancing thereof;
Appears in 1 contract
Amendments to Term Loan Documents. The Term Loan Secured Parties shall not amendUntil termination of this Agreement in accordance with Section 8.1 has occurred, waive or otherwise modify and notwithstanding anything to the provisions of contrary contained in the Term Loan Documents Documents, the Term Loan Creditors shall not, without the prior written consent of the Revolving Credit Agent which would (i) increase the aggregate principal amount (exclusive of interestABL Agent, feesamend, costs and expenses) outstanding on the Term Loan Debt to an amount in excess of (A) $325,000,000 less (B) restate, supplement, modify, substitute, renew or Refinance any principal repayments made on account or all of the Term Loan DebtDocuments to (i) directly or indirectly increase the interest rate in respect of the Term Loan Obligations (excluding, without limitation, imposition of the default rate set forth in the Term Loan Documents in effect as of the date hereof) by more than 3.0% per annum on a weighted average basis, (ii) shorten the final maturity of any or weighted average life to maturity of the Term Loan Debt (other than due to acceleration in accordance with the terms of Obligations, require that any payment on the Term Loan Documents)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, (iii) advance any other scheduled date for the payment of principal, interest add or fees payable modify in respect of the Term Loan Debt, (iv) increase any interest rate margin on the Term Loan Debt by more than 350 basis points (3.50%), other than (A) by operation of a pricing matrix or grid based upon a measure or financial performance or the imposition of a default rate of interest, as such matrix, grid or default rate of interest exists in the Term Loan Documents as in effect on the date hereof, or (B) increases attributable to changes in the Eurodollar Rate or Alternate Base Rate; (v) increase any fees under the Term Loan Documents, other than by the imposition of a default rate with respect thereto, as such fees and default rate exists in the Term Loan Documents as in effect on the date hereof, (vi) increase any scheduled or mandatory payment, or require any additional payments, of the principal amount of any Term Loan Debt in addition to that which exists in the Term Loan Documents as in effect on the date hereof, or (vii) add any limitations or restrictions on payments of the Revolving Loan Debt to those existing in the Term Loan Documents as in effect on the date hereof, provided that nothing contained in this Section 3.2 or elsewhere in this Agreement shall be construed to require the consent of the Revolving Agent manner adverse to any waiver by the Term Loan Secured Parties of Obligor or any default ABL Creditor any covenant, agreement or event of default under the Term Loan Documents, (iv) restrict the amendment of the ABL Documents or other termexcept as set forth in Section 4.1, provision or condition contained in any (v) increase the principal amount of the Term Loan Documents Obligations (other than, subject to clause (i) above, as a result of interest thereon, fees or of any of the rights and remedies of other Obligations under the Term Loan Secured Parties thereunder. The Term Loan Secured Parties shall be entitled Documents having been paid in-kind or capitalized) or (vi) amend or waive the conditions precedent to receive (x) fees for amendments, providing consents, waiving defaults or granting forbearances and (y) for the reimbursement of any reasonable out-of-pocket expenses (including fees of attorneys, appraisers, consultants and advisors) relating thereto in accordance with the terms of funding the Term Loan Documents.Loans; and
Appears in 1 contract
Amendments to Term Loan Documents. The Term Loan Documents may be amended, supplemented or otherwise modified in accordance with their terms and the Term Loan Agreement may be refinanced, in each case, without notice to, or the consent of the Revolving Loan Agent, all without affecting the Lien subordination or other provisions set forth in this Agreement (even if any right of subrogation or other right or remedy of Revolving Loan Agent or any other Revolving Loan Secured Party is affected, impaired or extinguished thereby); provided, that,
(a) in the case of a refinancing of the Term Loan Debt, the Term Loan Agent on behalf of the Term Loan Secured Parties shall not amendbinds itself in a writing addressed to the Revolving Loan Agent to the terms of this Agreement, waive or otherwise modify the provisions of the Term Loan Documents and
(b) without the prior written consent of the Revolving Credit Agent which would Loan Agent, any such amendment, supplement, modification or refinancing shall not:
(i) increase the aggregate principal combined amount (exclusive of interest, fees, costs unused commitments and expenses) outstanding on loans included in the Term Loan Debt to an amount greater than the Term Loan Maximum Amount;
(ii) increase the “Applicable Margin”, any interest rate floors or similar components of the interest rate by more than three percent (3.00%) per annum in excess the aggregate (excluding increases resulting from the accrual of interest at the default rate or changes in the underlying rate) or increase the amount, or frequency of payment, of any recurring fees provided for in the Term Loan Agreement;
(Aiii) $325,000,000 less (B) any principal repayments made on account shorten the scheduled maturity of the Term Loan DebtAgreement to a date prior to the scheduled maturity date of the Revolving Loan Agreement or any refinancing thereof;
(iv) modify (or have the effect of a modification of) the terms of payment, (ii) shorten including the final maturity regularly scheduled payments of any principal or mandatory prepayment provisions of the Term Loan Debt Agreement in a manner that increases the amount or frequency of any of such payments, or requires additional mandatory prepayments or limits the rights of Grantors with respect thereto;
(other than due to acceleration in accordance with v) contravene the terms of the Term Loan Documents), (iii) advance any other scheduled date for the payment of principal, interest or fees payable in respect of the Term Loan Debt, (iv) increase any interest rate margin on the Term Loan Debt by more than 350 basis points (3.50%), other than (A) by operation of a pricing matrix or grid based upon a measure or financial performance or the imposition of a default rate of interest, as such matrix, grid or default rate of interest exists in the Term Loan Documents as in effect on the date hereof, or (B) increases attributable to changes in the Eurodollar Rate or Alternate Base Rate; (v) increase any fees under the Term Loan Documents, other than by the imposition of a default rate with respect thereto, as such fees and default rate exists in the Term Loan Documents as in effect on the date hereof, this Agreement;
(vi) increase amend or modify any scheduled or mandatory payment, or require any additional payments, of the principal amount of any Term Loan Debt in addition to that which exists in the Term Loan Documents as in effect on the date hereof, or (vii) add any limitations or restrictions on payments of the Revolving Loan Debt to those existing in the Term Loan Documents as in effect on the date hereof, provided that nothing contained in this Section 3.2 or elsewhere in this Agreement shall be construed to require the consent of the Revolving Agent to any waiver by the Term Loan Secured Parties of any default or event of default under the Term Loan Documents or other term, provision or condition contained in any of the Term Loan Documents to prohibit any Grantor from making any payment of principal, interest, fees, cost and expense reimbursements or indemnities with respect to the Revolving Loan Debt;
(vii) modify the definition of “Excess Cash Flow” or any of related definitions used in the rights and remedies calculation thereof or Section 2.1(g)(3) of the Term Loan Secured Parties thereunder. The Term Agreement, in each case, in any manner adverse to the Revolving Loan Secured Parties shall be entitled Parties; or
(viii) impose any restriction or limitation on the Grantors’ ability to receive (x) fees for amendmentseffect any amendment, providing consentssupplement, waiving defaults modification or granting forbearances and (y) for the reimbursement of any reasonable out-of-pocket expenses (including fees of attorneys, appraisers, consultants and advisors) relating thereto in accordance with the terms Refinancing of the Term Revolving Loan DocumentsDocuments or Revolving Loan Debt that is more restrictive than any such restriction or limitation set forth in Section 10.4(b).
Appears in 1 contract
Samples: Intercreditor Agreement (Hydrofarm Holdings Group, Inc.)