Common use of Limitations on Amendments Clause in Contracts

Limitations on Amendments. The Issuer may amend, modify or terminate any of the terms of the Loan Agreement, or consent to any such amendment, modification or termination, when the written consent of (i) the Credit Facility Providers (if any) (provided that a Credit Facility is then in effect or any amounts are owing to a Credit Facility Provider and such Credit Facility Provider is not in default under its payment obligations under a Credit Facility) or (ii) the Holders of a majority in principal amount of the Bonds then Outstanding or the Trustee (if a Credit Facility is no longer in effect or the Credit Facility Providers (if any) are then in default under their payment obligations under the Credit Facilities) and the Liquidity Facility Providers (if any) or the Bondholder Representative (if any) to such amendment, modification or termination have been filed with the Trustee. The Trustee shall give such written consent only if (1) the Trustee receives an Opinion of Counsel to the effect that such amendment, modification or termination will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds; or (2) the Trustee first obtains the written consent of the Holders of a majority in principal amount of the Bonds then Outstanding or the Bondholder Representative (if any) to such amendment, modification or termination; or (3) even if consent of Bondholders would otherwise be required, (i) if such amendment will be effective upon the remarketing of the Bonds following the mandatory tender of the Bonds pursuant to Sections 4.07, 4.08, 4.09 or 4.10 or (ii) with respect to Bonds in a Daily Mode, a Weekly Mode or an R-FLOATs Mode (except during any Non-Remarketing Period) only, if notice of such proposed modification or amendment is given to the Holders of such Bonds (in the same manner as notices of redemption are given) at least 15 days before the effective date thereof, and on or before such effective date, the Holders have the right to demand purchase of their Bonds pursuant to Section 4.06, provided that, on or prior to the effective date of such modification or amendment, the Trustee shall obtain a Favorable Opinion of Bond Counsel; and provided further that, in the cases described in clauses (1), (2) or (3) of this Subsection B, no such amendment, modification or termination shall reduce the amount of Loan Payments to be made to the Issuer or the Trustee by the Borrower pursuant to the Loan Agreement, or extend the time for making such payments, without the written consent of all of the Holders of the Bonds then Outstanding.

Limitations on Amendments. The Issuer may amendLoan Parties will not, nor will they permit any Subsidiaries to, amend or modify any provision of any Term Loan Document or terminate any Convertible Notes Document if such amendment or modification has the effect of (a) increasing the terms "Applicable Margin" or similar component of interest rate by more than 3.00 percentage points per annum (excluding, for the Loan Agreementavoidance of doubt, or consent to any such increases resulting from (i) increases in the underlying reference rate not caused by an amendment, supplement, modification or terminationrefinancing of the Term Loan Documents or Convertible Notes Documents, when the written consent of (i) the Credit Facility Providers (if any) (provided that a Credit Facility is then in effect or any amounts are owing to a Credit Facility Provider and such Credit Facility Provider is not in default under its payment obligations under a Credit Facility) or (ii) the Holders accrual of interest at the default rate as in effect on the date hereof, (b) shortening the final scheduled maturity of the Term Loan Debt or the Convertible Notes Debt, (c) changing to earlier dates any dates upon which payments of principal or interest are due thereon, or increase or add the amount of any scheduled payments of principal (other than in connection with an amendment, forbearance or waiver under the Term Loan Documents or Convertible Notes Documents, as applicable, after the occurrence and during the continuance of a majority in principal amount Event of Default thereunder, (d) adding or increasing any fees under the Bonds then Outstanding Term Loan Documents or the Trustee Convertible Notes Documents (if a Credit Facility is no longer (other than (v) fees of third parties thereunder, including administrative agents, trustees and collateral agents, (x) fees payable in effect connection with any amendment, consent, forbearance or waiver to the Term Loan Documents or the Credit Facility Providers Convertible Notes Documents to the extent and in no greater proportionate amount (if anybased on comparable percentage of outstanding loans and commitments) are then in default under their payment obligations under the Credit Facilities) and the Liquidity Facility Providers (if any) or the Bondholder Representative (if any) to than any such amendment, modification consent, forbearance or termination have been filed with waiver fee to be paid under the Trustee. The Trustee shall give such written consent only if (1) the Trustee receives an Opinion of Counsel to the effect that such amendment, modification or termination will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds; or (2) the Trustee first obtains the written consent of the Holders of a majority in principal amount of the Bonds then Outstanding or the Bondholder Representative Loan Documents (if any) to such amendment, modification or termination; or (3) even if consent of Bondholders would otherwise be required, (i) if such amendment will be effective upon the remarketing of the Bonds following the mandatory tender of the Bonds pursuant to Sections 4.07, 4.08, 4.09 or 4.10 or (ii) with respect to Bonds in a Daily Mode, a Weekly Mode or an R-FLOATs Mode (except during any Non-Remarketing Period) only, if notice of such proposed modification or amendment is given to the Holders of such Bonds (in the same manner as notices of redemption are given) at least 15 days before the effective date thereof, and on or before such effective date, the Holders have the right to demand purchase of their Bonds pursuant to Section 4.06, provided that, on or prior to the effective date of such modification or amendment, the Trustee shall obtain a Favorable Opinion of Bond Counsel; and provided further that, in the cases described in clauses (1applicable), (2y) reasonable and customary fees payable in connection with the issuance of any "Loans" or "Notes" in an amount not in excess of "CF Debt Maximum Amount" (as defined in the Intercreditor Agreement), and (z) reasonable and customary fees payable in connection with any refinancing of the Term Loan Debt or Convertible Notes Debt permitted hereunder), or (3e) changing any covenants, defaults or events of this Subsection Bdefault under any Term Loan Documents or Convertible Notes Documents to directly restrict any Grantor from making payments of the Obligations. Further, no such amendment, the Loan Parties shall provide Agents copies of any amendment or modification or termination shall reduce the amount of Loan Payments to be made to the Issuer Term Loan Documents or the Trustee by the Borrower pursuant to the Loan Agreement, or extend the time for making such payments, without the written consent of all of the Holders of the Bonds then OutstandingConvertible Notes Documents.

Limitations on Amendments. The Issuer may Neither Obligor shall amend, modify waive or terminate modify, nor shall it consent to or request any amendment, waiver or modification, of any of the terms material terms, conditions, representations and covenants contained in any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness (without giving effect to any amendment, waiver or modification, the Loan Agreement, or consent "Initial Indebtedness"; and after giving effect to any such amendment, modification waiver or terminationmodification, when the written consent of (i) the Credit Facility Providers (if any) (provided that a Credit Facility is then in effect or any amounts are owing to a Credit Facility Provider and such Credit Facility Provider is not in default under its payment obligations under a Credit Facility) or "Amended Indebtedness"), (ii) requires the Holders acceleration of a majority in the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the dates of analogous payments of such Initial Indebtedness, (iii) provides for an interest rate applicable to such Amended Indebtedness, plus the interest rate equivalent of all remaining fees and costs associated with closing and servicing such Amended Indebtedness higher than the greater of (x) (I) if such Amended Indebtedness bears interest at a floating rate of interest, 105% of the Bonds then Outstanding average remaining interest rate applicable to such Initial Indebtedness plus the average remaining fees and costs associated with servicing such Initial Indebtedness, or (II) if such Amended Indebtedness bears interest at a fixed rate of interest, the Trustee amount calculated as the sum of clause (if a Credit Facility is no longer I) above plus the appropriate fixed-for-floating swap rate for the Initial Indebtedness, and (y) 105% of the average remaining "all in" interest expense for such Initial Indebtedness as contemplated in the Business Plan. Neither Obligor shall agree to any amendment, waiver or modification of the Concessions if, after giving effect or the Credit Facility Providers (if any) are then in default under their payment obligations under the Credit Facilities) and the Liquidity Facility Providers (if any) or the Bondholder Representative (if any) to such amendment, waiver or modification, the aggregate value of the Concessions as a whole that the Borrower realizes and is scheduled to realize during the term of the Loan would be reduced as a result of such amendments, waivers or modifications by more than $60.0 million in the aggregate, as determined in good faith by the Borrower. In connection with any amendment, waiver or modification or termination have been filed with the Trustee. The Trustee shall give such written consent only if (1) the Trustee receives an Opinion of Counsel to the effect Concessions which reduce the value of the Concessions taken as a whole, the Borrower shall provide the Board with an Officer's Certificate certifying that such amendment, waiver or modification or termination will not materially adversely affect complies with the interests conditions of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds; or (2) the Trustee first obtains the written consent of the Holders of preceding sentence and, taken as a majority in principal amount of the Bonds then Outstanding or the Bondholder Representative (if any) to such amendmentwhole, modification or termination; or (3) even if consent of Bondholders would otherwise be required, (i) if such amendment will be effective upon the remarketing of the Bonds following the mandatory tender of the Bonds pursuant to Sections 4.07, 4.08, 4.09 or 4.10 or (ii) with respect to Bonds in a Daily Mode, a Weekly Mode or an R-FLOATs Mode (except during any Non-Remarketing Period) only, if notice of such proposed modification or amendment is given are beneficial to the Holders Borrower and such reduction shall not have a material adverse effect on the Borrower's ability to repay the Loan. The Obligors shall perform each of such Bonds (their material obligations under the Lease Indenture and the Concessions, in each case strictly in accordance with the same manner as notices of redemption are given) at least 15 days before the effective date terms thereof, and on shall not reduce or before such effective dateagree to reduce the exercise price of the convertible debentures issued under the Lease Indenture to less than $12.00. The Borrower agrees to promptly notify the Agent, the Holders have Board and the right Counter-Guarantors of any default under the Lease Indenture or the Concessions. Holdings may not issue convertible debentures under the Lease Indenture in excess of $120 million, except that Holdings may issue up to demand purchase (but not more than) $30 million of their Bonds pursuant to Section 4.06additional convertible debentures under the Lease Indenture, provided that, on or prior to the effective date of such modification or amendment, the Trustee shall obtain a Favorable Opinion of Bond Counsel; and provided further that, in the cases described in clauses (1), (2) or (3) of this Subsection B, no such amendment, modification or termination shall reduce the amount of Loan Payments to be made to the Issuer or the Trustee by that for each $1.00 so issued the Borrower pursuant to receives and realizes during the term of the Loan Agreement, or extend the time for making such payments, without the written consent of all of the Holders of the Bonds then Outstandingconcessions valued at at least $2.50.