Modification of Other Agreements. Each of the Loan Parties and --------------------------------- the Supremex Loan Parties will not, and will not permit Holdings or any of the Borrower's Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Borrower Subordinated Debt Documents, (b) the Holdings Subordinated Debt Documents, (c) the Acquisition Documents, (d) the Tax Sharing Agreement, or (e) the certificate of incorporation or bylaws (or analogous constitutional documents) of Holdings, the Borrower or any of the Borrower's Subsidiaries if the same could have a Material Adverse Effect or otherwise could be materially adverse to the Agent or the Lenders or the Supremex Agent or the Supremex Lenders; provided, however, that -------- ------- the Borrower and/or Holdings may amend or modify the agreements, documents and instruments referred to in clauses (c), (d) or (e) preceding if and to the ----------- --- --- extent that such amendment or modification is not substantive or material and could not have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, the Borrower will not, and will not permit Holdings to, consent to or implement any termination, amendment, modification, supplement or waiver of the Borrower Subordinated Debt Documents or the Holdings Subordinated Debt Documents (i) to increase the principal amount of any Borrower Subordinated Debt or Holdings Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Borrower Subordinated Debt or Holdings Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Borrower Subordinated Debt or Holdings Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Borrower Subordinated Debt or Holdings Subordinated Debt, (v) to increase any cost, fee or expense payable by Holdings, the Borrower or any of the Borrower's Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Borrower Subordinated Debt or Holdings Subordinated Debt, or (vii) in any other respect that could be materially adverse to the Borrower or Holdings. Notwithstanding anything to the contrary contained in this Agreement, each of the Loan Parties and the Supremex Loan Parties will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of any of the Equipment Lease Facility Documents or any of the Accounts Receivable Securitization Facility Documents without the prior written consent of the Agent and the Required Lenders and the Supremex Agent and the Supremex Required Lenders; provided, however, that immaterial amendments, modifications, -------- ------- supplements and waivers may be effectuated without the prior written consent of the Required Lenders or the Supremex Required Lenders.
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Modification of Other Agreements. Each of the Loan Parties and --------------------------------- the Supremex Loan Parties will not, and will not permit Holdings or any of the Borrower's Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Borrower Subordinated Debt Documents, (b) the Holdings Subordinated Debt Documents, (c) the Acquisition Documents, (d) the Tax Sharing Agreement, or (e) the certificate of incorporation or bylaws (or analogous constitutional documents) of Holdings, the Borrower or any of the Borrower's Subsidiaries if the same could have a Material Adverse Effect or otherwise could be materially adverse to the Agent or the Lenders or the Supremex Agent or the Supremex Lenders; provided, however, that -------- ------- the Borrower and/or Holdings may amend or modify the agreements, documents and instruments referred to in clauses (c), (d) or (e) preceding if and to the ----------- --- --- extent that such amendment or modification is not substantive or material and could not have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, the Borrower will not, and will not permit Holdings to, consent to or implement any termination, amendment, modification, supplement or waiver of the Borrower Subordinated Debt Documents or the Holdings Subordinated Debt Documents (i) to increase the principal amount of any Borrower Subordinated Debt or Holdings Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Borrower Subordinated Debt or Holdings Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Borrower Subordinated Debt or Holdings Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Borrower Subordinated Debt or Holdings Subordinated Debt, (v) to increase any cost, fee or expense payable by Holdings, the Borrower or any of the Borrower's Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Borrower Subordinated Debt or Holdings Subordinated Debt, or (vii) in any other respect that could be materially adverse to the Borrower or Holdings. Notwithstanding anything to the contrary contained in this Agreement, each of the Loan Parties and the Supremex Loan Parties will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of any (a) the Senior Debt Documents, (b) the Senior Subordinated Debt Documents, (c) the certificate of the Equipment Lease Facility Documents incorporation or bylaws or partnership agreement or certificate of limited partnership or analogous constitutional documents of Borrower or any of its Subsidiaries if the Accounts Receivable Securitization Facility same could have a Material Adverse Effect, or (d) any other Material Contract to which it is a party or any Permit which it possesses if the same could have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, Borrower will not consent to or implement any termination, amendment, modification, supplement or waiver of the Senior Debt Documents or Senor Subordinated Debt Documents (i) to increase the principal amount of any Senior Debt or Senor Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Senior Debt or Senior Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Senior Debt or Senior Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Senior Debt or Senior Subordinated Debt, (v) to increase any cost, fee or expense payable by Borrower or any its Subsidiaries, (vi) to provide any collateral or security for payment or collection of any Senior Debt or Senior Subordinated Debt without the prior written consent of the Agent Required Banks, or (vii) in any other respect that could be materially adverse to Borrower and the Required Lenders and the Supremex Agent and the Supremex Required Lenders; provided, however, that immaterial amendments, modifications, -------- ------- supplements and waivers may be effectuated without the prior written consent of the Required Lenders or the Supremex Required Lendersits Subsidiaries taken as a whole.
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Samples: Credit Agreement (R&b Falcon Corp)
Modification of Other Agreements. Each of the Loan Parties and --------------------------------- the Supremex Loan Parties will not, and will not permit Holdings or any of the Borrower's Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Borrower Subordinated Debt Documents, (b) the Holdings Subordinated Debt Documents, (c) the Acquisition Documents, (d) the Tax Sharing Agreement, or (e) the certificate of incorporation or bylaws (or analogous constitutional documents) of Holdings, the Borrower or any of the Borrower's Subsidiaries if the same could have a Material Adverse Effect or otherwise could be materially adverse to the Agent or the Lenders or the Supremex Agent or the Supremex Lenders; provided, however, that -------- ------- the Borrower and/or Holdings may amend or modify the agreements, documents and instruments referred to in clauses (c), (d) or (e) preceding if and to the ----------- --- --- extent that such amendment or modification is not substantive or material and could not have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, the Borrower will not, and will not permit Holdings to, consent to or implement any termination, amendment, modification, supplement or waiver of the Borrower Subordinated Debt Documents or the Holdings Subordinated Debt Documents (i) to increase the principal amount of any Borrower Subordinated Debt or Holdings Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Borrower Subordinated Debt or Holdings Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Borrower Subordinated Debt or Holdings Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Borrower Subordinated Debt or Holdings Subordinated Debt, (v) to increase any cost, fee or expense payable by Holdings, the Borrower or any of the Borrower's Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Borrower Subordinated Debt or Holdings Subordinated Debt, or (vii) in any other respect that could be materially adverse to the Borrower or Holdings. Notwithstanding anything to the contrary contained in this Agreement, each of the Loan Parties and the Supremex Loan Parties BORROWER will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of any (a) the Senior Debt Documents, (b) the Senior Subordinated Debt Documents, (c) the certificate of the Equipment Lease Facility Documents incorporation or bylaws or partnership agreement or certificate of limited partnership or analogous constitutional documents of BORROWER or any of its Subsidiaries if the Accounts Receivable Securitization Facility same could have a Material Adverse Effect, or (d) any other Material Contract to which it is a party or any Permit which it possesses if the same could have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, BORROWER will not consent to or implement any termination, amendment, modification, supplement or waiver of the Senior Debt Documents or Senor Subordinated Debt Documents (i) to increase the principal amount of any Senior Debt or Senor Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Senior Debt or Senior Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Senior Debt or Senior Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Senior Debt or Senior Subordinated Debt, (v) to increase any cost, fee or expense payable by BORROWER or any its Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Senior Debt or Senior Subordinated Debt without the prior written consent of the Agent Required Banks, or (vii) in any other respect that could be materially adverse to Borrower and the Required Lenders and the Supremex Agent and the Supremex Required Lenders; provided, however, that immaterial amendments, modifications, -------- ------- supplements and waivers may be effectuated without the prior written consent of the Required Lenders or the Supremex Required Lendersits Subsidiaries taken as a whole.
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Modification of Other Agreements. Each of the Loan Parties and --------------------------------- the Supremex Loan Parties will not, and will not permit Holdings or any of the Borrower's Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the The Borrower Subordinated Debt Documents, (b) the Holdings Subordinated Debt Documents, (c) the Acquisition Documents, (d) the Tax Sharing Agreement, or (e) the certificate of incorporation or bylaws (or analogous constitutional documents) of Holdings, the Borrower or any of the Borrower's Subsidiaries if the same could have a Material Adverse Effect or otherwise could be materially adverse to the Agent or the Lenders or the Supremex Agent or the Supremex Lenders; provided, however, that -------- ------- the Borrower and/or Holdings may amend or modify the agreements, documents and instruments referred to in clauses (c), (d) or (e) preceding if and to the ----------- --- --- extent that such amendment or modification is not substantive or material and could not have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, the Borrower will not, and will not permit Holdings to, consent to or implement any termination, amendment, modification, supplement or waiver of the Borrower Subordinated Debt Documents or the Holdings Subordinated Debt Documents (i) to increase the principal amount of any Borrower Subordinated Debt or Holdings Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Borrower Subordinated Debt or Holdings Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Borrower Subordinated Debt or Holdings Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Borrower Subordinated Debt or Holdings Subordinated Debt, (v) to increase any cost, fee or expense payable by Holdings, the Borrower or any of the Borrower's Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Borrower Subordinated Debt or Holdings Subordinated Debt, or (vii) in any other respect that could be materially adverse to the Borrower or Holdings. Notwithstanding anything to the contrary contained in this Agreement, each of the Loan Parties and the Supremex Loan Parties will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of any (a) the subordination provisions of the Equipment Lease Facility Documents Subordinated Debt Documents, and (b) the certificate of incorporation or bylaws (or analogous constitutional documents) of the Borrower or any of the Accounts Receivable Securitization Facility Borrower's Subsidiaries (other than Excluded Subsidiaries) if the same could reasonably be expected to have a Material Adverse Effect or otherwise could reasonably be expected to be materially adverse to the Agent or the Lenders, or (c) any other Material Contract to which it is a party or any Permit which it possesses if the same could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, except as otherwise permitted in this Agreement, the Borrower will not consent to or implement any termination, amendment, modification, supplement or waiver of the Subordinated Debt Documents without (i) to increase the prior written consent principal amount of any Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Subordinated Debt, (v) to provide any Collateral or security for payment or collection of any Subordinated Debt, or (vi) in any other respect that could reasonably be expected to have a Material Adverse Effect or to be materially adverse to the Agent and the Required Lenders and the Supremex Agent and the Supremex Required Lenders; provided, however, that immaterial amendments, modifications, -------- ------- supplements and waivers may be effectuated without the prior written consent of the Required Lenders or the Supremex Required Lenders.
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Modification of Other Agreements. Each of the Loan Parties and --------------------------------- the Supremex Loan Parties will not, and will not permit Holdings or any of the Borrower's Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Borrower Subordinated Debt Documents, (b) the Holdings Subordinated Debt Documents, (c) the Acquisition Documents, (d) the Tax Sharing Agreement, or (e) the certificate of incorporation or bylaws (or analogous constitutional documents) of Holdings, the Borrower or any of the Borrower's Subsidiaries if the same could have a Material Adverse Effect or otherwise could be materially adverse to the Agent or the Lenders or the Supremex Agent or the Supremex Lenders; provided, however, that -------- ------- the Borrower and/or Holdings may amend or modify the agreements, documents and instruments referred to in clauses (c), (d) or (e) preceding if and to the ----------- --- --- extent that such amendment or modification is not substantive or material and could not have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, the Borrower will not, and will not permit Holdings to, consent to or implement any termination, amendment, modification, supplement or waiver of the Borrower Subordinated Debt Documents or the Holdings Subordinated Debt Documents (i) to increase the principal amount of any Borrower Subordinated Debt or Holdings Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Borrower Subordinated Debt or Holdings Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Borrower Subordinated Debt or Holdings Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Borrower Subordinated Debt or Holdings Subordinated Debt, (v) to increase any cost, fee or expense payable by Holdings, the Borrower or any of the Borrower's Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Borrower Subordinated Debt or Holdings Subordinated Debt, or (vii) in any other respect that could be materially adverse to the Borrower or Holdings. Notwithstanding anything to the contrary contained in this Agreement, each of the Loan Parties and the Supremex Loan Parties BORROWERS will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of any (a) the Senior Debt Documents, (b) the Senior Subordinated Debt Documents, (c) the certificate of the Equipment Lease Facility Documents incorporation or bylaws or partnership agreement or certificate of limited partnership or analogous constitutional documents of such BORROWER or any of its Subsidiaries if the Accounts Receivable Securitization Facility same could have a Material Adverse Effect, or (d) any other Material Contract to which it is a party or any Permit which it possesses if the same could have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, each of the BORROWERS will not consent to or implement any termination, amendment, modification, supplement or waiver of the Senior Debt Documents or Senor Subordinated Debt Documents (i) to increase the principal amount of any Senior Debt or Senor Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Senior Debt or Senior Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Senior Debt or Senior Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Senior Debt or Senior Subordinated Debt, (v) to increase any cost, fee or expense payable by such BORROWER or any its Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Senior Debt or Senior Subordinated Debt without the prior written consent of the Agent Required Banks, or (vii) in any other respect that could be materially adverse to Falcon Drilling or any other BORROWER or to Falcon Drilling and the Required Lenders and the Supremex Agent and the Supremex Required Lenders; provided, however, that immaterial amendments, modifications, -------- ------- supplements and waivers may be effectuated without the prior written consent of the Required Lenders or the Supremex Required Lendersits Subsidiaries taken as a whole.
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