Common use of Other Indebtedness and Agreements Clause in Contracts

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the First Lien Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the First Lien Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement modification or amendment would be adverse to the Lenders in any material respect.

Appears in 5 contracts

Samples: Second Lien Credit Agreement (STR Holdings (New) LLC), Second Lien Credit Agreement (STR Holdings, Inc.), Second Lien Credit Agreement (STR Holdings LLC)

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Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the First Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the First Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement supplement, modification or amendment would be adverse to the Lenders in any material respect.

Appears in 5 contracts

Samples: First Lien Guarantee and Collateral Agreement (STR Holdings (New) LLC), First Lien Guarantee and Collateral Agreement (STR Holdings, Inc.), First Lien Credit Agreement (STR Holdings LLC)

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the First Lien Loan or any subordinated Material Subordinated Indebtedness in an aggregate principal amount exceeding $35,000,000 of Holdings, the Borrower Holdings or any of the Restricted 115 Subsidiaries is outstanding if the effect of other than any such waiver, supplement, modification, amendment, termination modification or release would materially amendment (A) that does not increase the obligations of the obligor or confer additional material rights on the holder of such Subordinated Indebtedness in a manner adverse in any material respect to Holdings, the Borrower, any of the Restricted Subsidiaries or the Lenders; provided that the First Lien Loan Documents may be amended in accordance Lenders or (B) otherwise complies with the Intercreditor Agreement, definition of “Permitted Refinancing Indebtedness” or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-by laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement supplement, modification or amendment would be adverse to the Lenders in any material respect.

Appears in 1 contract

Samples: Revolving Credit Agreement (Houghton Mifflin Harcourt Co)

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of (i) any indenture, instrument or agreement pursuant to which the First Lien Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the First Lien Loan Documents may be amended Lenders in accordance with the Intercreditor Agreement, or any material respect (ii) other than any waiver, supplement, modification or amendment of the Second Lien Documents permitted under the Intercreditor Agreement), or (ii) (x) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents or (y) any SPAC Document, in each case to the extent any such waiver, supplement modification supplement, modification, amendment, termination or amendment release would be adverse to the Lenders in any material respect.

Appears in 1 contract

Samples: Credit Agreement (Boxed, Inc.)

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the First Lien Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries Subsidiary Guarantors is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries Subsidiary Guarantors or the Lenders; provided that the First Lien Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement supplement, modification or amendment would be adverse to the Lenders in any material respect.

Appears in 1 contract

Samples: Credit Agreement (Rentech Inc /Co/)

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Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination modification or release amendment of any indenture, instrument or agreement pursuant to which the First Lien Loan or any subordinated Material Subordinated Indebtedness in an aggregate principal amount exceeding $35,000,000 of Holdings, the Borrower Holdings or any of the Restricted Subsidiaries is outstanding if the effect of other than any such waiver, supplement, modification, amendment, termination modification or release would materially amendment (A) that does not increase the obligations of the obligor or confer additional material rights on the holder of such Subordinated Indebtedness in a manner adverse in any material respect to Holdings, the Borrower, any of the Restricted Subsidiaries or the Lenders; provided that the First Lien Loan Documents may be amended in accordance Lenders or (B) otherwise complies with the Intercreditor Agreement, definition of “Permitted Refinancing Indebtedness” or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-by laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement supplement, modification or amendment would be adverse to the Lenders in any material respect.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)

Other Indebtedness and Agreements. (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any unsecured Material Indebtedness, any Indebtedness that is expressly subordinated in right of payment to the First Lien Loan Obligations or any subordinated Material Indebtedness that is secured by a junior priority security interest in the Collateral of Holdings, the Borrower or any of the other Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the other Restricted Subsidiaries or the Lenders; provided that the First Lien Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement supplement, modification or amendment would be adverse to the Lenders in any material respect.

Appears in 1 contract

Samples: Credit Agreement (Diamond Resorts International, Inc.)

Other Indebtedness and Agreements. (a) Permit (i) Except for any waiver, supplement, modification, amendment, termination or release of the Existing Credit Agreement not prohibited by the Intercreditor Agreement, permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the First Lien Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the First Lien Loan Documents may be amended in accordance with the Intercreditor Agreement, Lenders or (ii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents documents, to the extent any such waiver, supplement supplement, modification or amendment would be adverse to the Lenders in any material respect.

Appears in 1 contract

Samples: Credit Agreement (AAC Holdings, Inc.)

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