Common use of Modifications to Senior Debt Documents Clause in Contracts

Modifications to Senior Debt Documents. Senior Lenders may at any time and from time to time without the consent of or notice to the Subordinated Creditors, without incurring liability to the Subordinated Creditors and without impairing or releasing the obligations of the Subordinated Creditors under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend or modify in any manner the Senior Debt Documents; provided that Senior Lenders shall not amend or modify the Senior Debt Documents to (a) increase the principal amount of the Senior Debt (except as permitted by the definition of Senior Debt herein), (b) increase the interest rate margins, letter of credit fees and unused revolving commitment fees (including the imposition of any interest rate floors or any increases thereof) with respect to the Senior Debt (excluding the Secured Hedging Obligations and Bank Product Obligations) by more than 200 basis points per annum, excluding the imposition of a default rate of interest in accordance with the terms of the Senior Debt Documents, (c) extend the final maturity of the Senior Debt (as set forth in the GECC Loan Documents in effect on the date hereof) by more than one year, (d) shorten the scheduled amortization of any portion of the Senior Debt (as set forth in the GECC Loan Documents in effect on the date hereof), (e) expressly prohibit or restrict payment of the Subordinated Debt in a manner that is more restrictive than as at the date hereof, (f) add any new or make more restrictive any negative covenant, financial covenant or “Event of Default” under any Senior Debt Document except to the extent, prior to or concurrently with any such change, the Companies have offered to amend or modify the Subordinated Debt Documents to modify or add the same negative covenant, financial covenant or “Event of Default” to the extent the corresponding provisions of the Senior Debt Documents have been amended or modified with appropriate differences in covenant levels and thresholds consistent with the differences existing on the date hereof between the Senior Debt Documents and the Subordinated Debt Documents; provided, that the Company shall not be required to offer such changes to the Subordinated Debt Documents to the extent such changes to the Senior Debt Documents relate to collateral, collateral reporting, revolving loans, borrowing base formulas or other provisions that have no comparable provisions in the Subordinated Debt Documents or (g) amend, modify or supplement the Senior Debt Documents in a manner that would cause or allow (x) any principal outstanding under the Senior Debt Documents held by any Sponsor Affiliated Lender (whether held directly or indirectly through an assignment, participation or otherwise) to exceed the limitations set forth in the last sentence of the definition of Senior Debt or have voting or other rights under the Senior Debt Documents in contravention of the last sentence of the definition of Senior Debt or (y) any Group Member or an Affiliate of a Group Member (other than a Sponsor Affiliated Lender in accordance with clause (x) above) to own or hold any Senior Debt (whether directly or indirectly through an assignment, participation or otherwise).

Modifications to Senior Debt Documents. The Senior Lenders may at any time and from time to time without the consent of or notice to the Subordinated CreditorsJunior Lender, without incurring liability to the Subordinated Creditors Junior Lender and without impairing or releasing the obligations of the Subordinated Creditors Junior Lender under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend or modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt DocumentsDebt; provided that Senior Lenders shall not amend (i) increase the interest rate margins, Synthetic Royalty -16- Payment requirements, exit fees or modify prepayment fees, or any other recurring, monthly, quarterly or annual fees with respect to the Senior Debt that would result in an increase in the fees and interest payable by Borrower under the Senior Debt Documents of more than five hundred (500) basis points in the aggregate (other than as a result of the imposition of interest at the Default Rate in accordance with the terms of the Senior Debt Documents as in effect as of the date of this Agreement), or (ii) shorten the final maturity or any other scheduled payment for principal, interest or any other amount in respect of the Senior Debt by more than 180 days, (iii) change any redemption or prepayment provisions of the Senior Debt, except to extend their effective dates, (aiv) increase the principal amount of the Senior Debt (except other than pursuant to a Permitted Senior Debt Increase or as permitted by otherwise set forth in the definition of Senior Debt herein)Debt, (bv) increase subordinate the interest rate margins, letter Liens of credit fees and unused revolving commitment fees (including the imposition of any interest rate floors or any increases thereof) with respect to Senior Agent on the Collateral securing the Senior Debt other than in connection with the revolving loan facility described in Section 3.3 hereof, (excluding vi) add any new financial covenant(s) or event(s) of default, or modify any existing financial covenant in a manner that would be more restrictive to Borrower than what is in place as of the Secured Hedging Obligations and Bank Product Obligations) date hereof by more than 200 basis points per annum10%, excluding (vii) take any additional Liens or security interests in any assets of the imposition Borrower, any Loan Party or any guarantor of the Senior Debt to the extent that the Subordinated Debt Documents do not provide for assets to automatically become subject to the security grant in favor of Junior Lender and/or Junior Lender otherwise gets a default rate of interest subordinated lien in such assets in accordance with the terms of the Senior Debt Documents, (c) extend the final maturity of the Senior Debt (as priorities set forth in the GECC Loan Documents in effect on the date hereof) by more than one yearthis Agreement, (dviii) shorten otherwise prohibit the scheduled amortization of any portion of the Senior Debt (as set forth in the GECC Loan Documents in effect on the date hereof), (e) expressly prohibit or restrict payment of the Subordinated Debt in a manner that is more restrictive other than as at pursuant to the date hereofterms of this Agreement. The Borrower shall give the Junior Lender prompt written notice of all amendments, (f) add waivers or modifications to, or any new or make more restrictive any negative covenantnew, financial covenant or “Event of Default” under any Senior Debt Document except to the extent, prior to Documents. Notwithstanding anything set forth in this Agreement or concurrently with any such change, the Companies have offered to amend or modify the Subordinated Debt Documents to modify or add the same negative covenant, financial covenant or “Event of Default” to the extent the corresponding provisions of the Senior Debt Documents have been amended or modified with appropriate differences in covenant levels and thresholds consistent with the differences existing on the date hereof between the Senior Debt Documents and the Subordinated Debt Documents; provided, that the Company shall not be required to offer such changes to the Subordinated Debt Documents to the extent such changes to contrary, there shall be no restrictions on any voluntary prepayment of the Senior Debt Documents relate to collateral, collateral reporting, revolving loans, borrowing base formulas or other provisions by Borrower that have no comparable provisions in the Subordinated Debt Documents or (g) amend, modify or supplement the Senior Debt Documents in a manner that would cause or allow (x) any principal outstanding under the Senior Debt Documents held by any Sponsor Affiliated Lender (whether held directly or indirectly through an assignment, participation or otherwise) to exceed the limitations set forth in the last sentence of the definition of Senior Debt or have voting or other rights under the Senior Debt Documents in contravention of the last sentence of the definition of Senior Debt or (y) any Group Member or an Affiliate of a Group Member (other than a Sponsor Affiliated Lender is made in accordance with clause (x) above) to own or hold any the Senior Debt (whether directly or indirectly through an assignment, participation or otherwise)Credit Agreement.

Modifications to Senior Debt Documents. Senior Lenders may at any time and from time to time without the consent of or notice to the Subordinated CreditorsCreditor, without incurring liability to the Subordinated Creditors Creditor and without impairing or releasing the obligations of the Subordinated Creditors Creditor under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend or modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt DocumentsDebt; provided that Senior Lenders shall not amend or modify the any Senior Debt Documents Document to (a) increase the principal amount of the Senior Debt (except as permitted by the definition of Senior Debt herein), (b) increase the interest rate margins, letter of credit fees and unused revolving commitment fees any applicable margin (including the imposition of any interest rate floors or any increases thereoffees) with respect to the Senior Debt (excluding the Secured Hedging Obligations and Bank Product Obligations) by more than 200 basis points per annum, excluding 2% over the highest interest rate margin applicable to the Senior Debt on the date hereof except in connection with the imposition of a default rate of interest in accordance with the terms of the Senior Debt DocumentsDocuments in effect on the date hereof or change the floating interest rate component of the Senior Debt from Prime Rate, Federal Funds Rate or London Interbank Offered Rate, (c) extend the final maturity of the Senior Debt (as set forth in the GECC Loan Senior Debt Documents in effect on the date hereof) by more to a date less than one yearsix months prior to the maturity date of the Subordinated Debt, or (d) shorten the scheduled amortization of weighted average term to maturity by more than six months. In the event that any portion of the Senior Debt (as set forth in the GECC Loan Documents in effect on the date hereof), (e) expressly prohibit or restrict payment of the Subordinated Debt in a manner that Document is more restrictive than as at the date hereof, (f) amended to add any new or make more restrictive any negative covenant, financial covenant or “Event event of Default” under any Senior Debt Document except default with respect to the extent, prior to or concurrently with any such changeSenior Debt, the Companies have offered Subordinated Creditor shall be permitted to amend or modify the Subordinated Debt Documents to modify provide for such additional, or add the same negative covenantmore restrictive, covenant or event of default (it being understood that any such additional, or more restrictive, financial covenant or “Event of Default” shall be subject to the extent the corresponding provisions of the Senior Debt Documents have been amended or modified with appropriate differences in covenant levels and thresholds "cushions" consistent with the differences existing on "cushions" between the date hereof between existing financial covenant set forth in the Senior Debt Documents and the Subordinated Debt Documents); providedprovided that any such covenant, that to the Company shall extent amended, may not be required used by Agent or the Senior Lenders as the basis of a Senior Default Notice under Section 2.3(a)(ii) hereof. In the event that any Senior Debt Document is amended to offer such changes change the dates upon which payments of principal or interest on the Senior Debt are due, the Subordinated Creditor shall be permitted to amend the Subordinated Debt Documents to the extent such changes change interest payment dates with respect to the Senior Debt Documents relate to collateral, collateral reporting, revolving loans, borrowing base formulas or other provisions that have no comparable provisions in the Subordinated Debt Documents or (g) amend, modify or supplement such that the Senior Debt Documents in a manner that would cause or allow (x) any principal outstanding number of days between the interest payment dates under the Senior Debt Documents held by any Sponsor Affiliated Lender (whether held directly or indirectly through an assignment, participation or otherwise) to exceed and the limitations set forth in Subordinated Debt remain the last sentence of same as on the definition of Senior Debt or have voting or other rights under the Senior Debt Documents in contravention of the last sentence of the definition of Senior Debt or (y) any Group Member or an Affiliate of a Group Member (other than a Sponsor Affiliated Lender in accordance with clause (x) above) to own or hold any Senior Debt (whether directly or indirectly through an assignment, participation or otherwise)date hereof.

Modifications to Senior Debt Documents. The Senior Lenders Creditors may at any time and from time to time without the consent of or notice to the any Subordinated CreditorsCreditor, without incurring liability to the Subordinated Creditors Creditor and without impairing or releasing the obligations of the Subordinated Creditors Creditor under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior DebtObligations, or amend or modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt Documents; provided that Senior Lenders shall not amend or modify the Obligations. The Senior Debt Documents to (a) increase the principal amount of the Senior Debt (except as permitted by the definition of Senior Debt herein)may be amended, (b) increase the interest rate margins, letter of credit fees and unused revolving commitment fees (including the imposition of any interest rate floors supplemented or any increases thereof) with respect to the Senior Debt (excluding the Secured Hedging Obligations and Bank Product Obligations) by more than 200 basis points per annum, excluding the imposition of a default rate of interest otherwise modified in accordance with their terms and the Senior Credit Agreement may be Refinanced, in each case, without notice to, or the consent of the Subordinated Creditor, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that the holders of such Refinancing debt (or a duly authorized agent on their behalf) bind themselves in a writing addressed to the Subordinated Creditor to the terms of this Agreement and any such amendment, supplement, modification or Refinancing shall not, without the Senior Debt Documents, (c) extend the final maturity of the Senior Debt (as set forth in the GECC Loan Documents in effect on the date hereof) by more than one year, (d) shorten the scheduled amortization of any portion of the Senior Debt (as set forth in the GECC Loan Documents in effect on the date hereof), (e) expressly prohibit or restrict payment consent of the Subordinated Debt in a manner that is more restrictive than as at Creditor contravene the date hereof, (f) add any new or make more restrictive any negative covenant, financial covenant or “Event provisions of Default” under this Agreement. In the event any Senior Debt Document except to Creditor and the extentrelevant Obligor enter into any amendment, prior to waiver or concurrently with consent in respect of any such change, the Companies have offered to amend or modify the Subordinated Debt Documents to modify or add the same negative covenant, financial covenant or “Event of Default” to the extent the corresponding provisions of the Senior Debt Documents have been amended for the purpose of adding to, or modified with appropriate differences deleting from, or waiving or consenting to any departures from any provisions of, any Senior Debt Document relating to the Obligor Collateral or changing in covenant levels and thresholds consistent with any manner the differences existing on the date hereof between rights of the Senior Agent, the Senior Creditors, the Obligors or any other Senior Obligor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the comparable Subordinated Debt Documents and Document without the consent of the Subordinated Creditor or any Obligor provided that no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Subordinated Debt Documents; provided, that the Company shall not be required to offer such changes to the Subordinated Debt Documents except to the extent that a release of such changes to the Senior Debt Documents relate to collateral, collateral reporting, revolving loans, borrowing base formulas Lien is permitted or other provisions that have no comparable provisions in the Subordinated Debt Documents or (g) amend, modify or supplement the Senior Debt Documents in a manner that would cause or allow (x) any principal outstanding under the Senior Debt Documents held required by any Sponsor Affiliated Lender (whether held directly or indirectly through an assignment, participation or otherwise) to exceed the limitations set forth in the last sentence of the definition of Senior Debt or have voting or other rights under the Senior Debt Documents in contravention of the last sentence of the definition of Senior Debt or (y) any Group Member or an Affiliate of a Group Member (other than a Sponsor Affiliated Lender in accordance with clause (xSection 6(a) above) to own or hold any Senior Debt (whether directly or indirectly through an assignment, participation or otherwise).

Modifications to Senior Debt Documents. Senior Lenders may may, with the consent of the Company, at any time and from time to time without the consent of or notice to the Subordinated CreditorsCreditor, without incurring liability to the Subordinated Creditors Creditor and without impairing or releasing the obligations of the Subordinated Creditors Creditor under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend or otherwise modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt DocumentsDebt; provided that provided, that, without the prior written consent of Subordinated Creditor, Senior Lenders shall not amend or modify the Senior Debt Documents to (a) increase the aggregate principal amount of revolving or term loans that constitute the Senior Debt (except as permitted by in excess of the limitation on such aggregate principal amount set forth in the definition of Senior Debt herein)Debt, (b) increase the rate of interest rate margins, letter on any of credit fees and unused revolving commitment fees (including the imposition of any interest rate floors or any increases thereof) with respect to the Senior Debt (excluding the Secured Hedging Obligations and Bank Product Obligations) by more than 200 basis points per annum3.00%; provided, excluding for avoidance of doubt, an increase in the rate of interest shall not be deemed to have occurred as a result of (A) fluctuations in any underlying rate indices and (B) the imposition of a default rate of interest in accordance with at the terms of the Senior Debt Documents, (c) extend the final maturity of the Senior Debt (as rate set forth in and as permitted the GECC Loan Documents Senior Credit Agreement as in effect on the date hereof, (c) by more than one yearamend or otherwise modify the definition of “Maturity Acceleration Event” in the Senior Credit Agreement, (d) shorten the scheduled amortization of any portion amend or otherwise modify clause (i) of the Senior Debt (as set forth definition of “Maturity Date” in the GECC Loan Documents in effect on the date hereof)Senior Credit Agreement, (e) expressly prohibit amend or restrict payment otherwise modify clause (ii) of the Subordinated Debt first sentence of Section 7 of the Senior Credit Agreement in a any manner that is more would render the covenants therein to be less restrictive than as at on the date hereofLoan Parties, or (f) add any new or make more restrictive any negative covenant, financial covenant or “Event of Default” under any Senior Debt Document except to the extent, prior to or concurrently with any such change, the Companies have offered to amend or otherwise modify the Subordinated Debt Documents any successor provisions to modify or add the same negative covenant, financial covenant or “Event of Default” to the extent the corresponding provisions any of the Senior Debt Documents have been amended foregoing or modified with appropriate differences in covenant levels and thresholds consistent with the differences existing on the date hereof between the Senior Debt Documents and the Subordinated Debt Documents; provided, that the Company shall not be required to offer such changes to the Subordinated Debt Documents to the extent such changes to the Senior Debt Documents relate to collateral, collateral reporting, revolving loans, borrowing base formulas or other provisions that have no comparable provisions in the Subordinated Debt Documents or (g) amend, modify or supplement the Senior Debt Documents in a manner take any action that would cause or allow (x) any principal outstanding under the Senior Debt Documents held by any Sponsor Affiliated Lender (whether held directly or indirectly through an assignment, participation or otherwise) to exceed the limitations set forth in the last sentence of the definition of Senior Debt or have voting or other rights under the Senior Debt Documents in contravention of the last sentence of the definition of Senior Debt or (y) any Group Member or an Affiliate of a Group Member (other than a Sponsor Affiliated Lender in accordance be inconsistent with clause (x) above) to own or hold any Senior Debt (whether directly or indirectly through an assignment, participation or otherwise)this Agreement.

Modifications to Senior Debt Documents. The Senior Lenders may at any time and from time to time without the consent of or notice to the Subordinated CreditorsJunior Lender, without incurring liability to the Subordinated Creditors Junior Lender and without impairing or releasing the obligations of the Subordinated Creditors Junior Lender under this Agreement, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend or modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt DocumentsDebt; provided that Senior Lenders shall not amend (i) increase the interest rate margins, Synthetic Royalty Payment requirements, exit fees or modify prepayment fees, or any other recurring, monthly, quarterly or annual fees with respect to the Senior Debt that would result in an increase in the fees and interest payable by Borrower under the Senior Debt Documents of more than five hundred (500) basis points in the aggregate (other than as a result of the imposition of interest at the Default Rate in accordance with the terms of the Senior Debt Documents as in effect as of the date of this Agreement), or (ii) shorten the final maturity or any other scheduled payment for principal, interest or any other amount in respect of the Senior Debt by more than 180 days, (iii) change any redemption or prepayment provisions of the Senior Debt, except to extend their effective dates, (aiv) increase the principal amount of the Senior Debt (except other than pursuant to a Permitted Senior Debt Increase or as permitted by otherwise set forth in the definition of Senior Debt herein)Debt, (bv) increase subordinate the interest rate margins, letter Liens of credit fees and unused revolving commitment fees (including the imposition of any interest rate floors or any increases thereof) with respect to Senior Agent on the Collateral securing the Senior Debt other than in connection with the revolving loan facility described in Section 3.3 hereof, (excluding vi) add any new financial covenant(s) or event(s) of default, or modify any existing financial covenant in a manner that would be more restrictive to Borrower than what is in place as of the Secured Hedging Obligations and Bank Product Obligations) date hereof by more than 200 basis points per annum10%, excluding (vii) take any additional Liens or security interests in any assets of the imposition Borrower, any Loan Party or any guarantor of the Senior Debt to the extent that the Subordinated Debt Documents do not provide for assets to automatically become subject to the security grant in favor of Junior Lender and/or Junior Lender otherwise gets a default rate of interest subordinated lien in such assets in accordance with the terms of the Senior Debt Documents, (c) extend the final maturity of the Senior Debt (as priorities set forth in the GECC Loan Documents in effect on the date hereof) by more than one yearthis Agreement, (dviii) shorten otherwise prohibit the scheduled amortization of any portion of the Senior Debt (as set forth in the GECC Loan Documents in effect on the date hereof), (e) expressly prohibit or restrict payment of the Subordinated Debt in a manner that is more restrictive other than as at pursuant to the date hereofterms of this Agreement. The Borrower shall give the Junior Lender prompt written notice of all amendments, (f) add waivers or modifications to, or any new or make more restrictive any negative covenantnew, financial covenant or “Event of Default” under any Senior Debt Document except to the extent, prior to Documents. Notwithstanding anything set forth in this Agreement or concurrently with any such change, the Companies have offered to amend or modify the Subordinated Debt Documents to modify or add the same negative covenant, financial covenant or “Event of Default” to the extent the corresponding provisions of the Senior Debt Documents have been amended or modified with appropriate differences in covenant levels and thresholds consistent with the differences existing on the date hereof between the Senior Debt Documents and the Subordinated Debt Documents; provided, that the Company shall not be required to offer such changes to the Subordinated Debt Documents to the extent such changes to contrary, there shall be no restrictions on any voluntary prepayment of the Senior Debt Documents relate to collateral, collateral reporting, revolving loans, borrowing base formulas or other provisions by Borrower that have no comparable provisions in the Subordinated Debt Documents or (g) amend, modify or supplement the Senior Debt Documents in a manner that would cause or allow (x) any principal outstanding under the Senior Debt Documents held by any Sponsor Affiliated Lender (whether held directly or indirectly through an assignment, participation or otherwise) to exceed the limitations set forth in the last sentence of the definition of Senior Debt or have voting or other rights under the Senior Debt Documents in contravention of the last sentence of the definition of Senior Debt or (y) any Group Member or an Affiliate of a Group Member (other than a Sponsor Affiliated Lender is made in accordance with clause (x) above) to own or hold any the Senior Debt (whether directly or indirectly through an assignment, participation or otherwise)Credit Agreement.