Right to Amend, Etc. The Committee may amend this Agreement at any time, provided that, unless first approved by vote of the stockholders of the Company, no amendment may be made in this Agreement which:
8.1.1. Materially increases the benefits under this Agreement; or
8.1.2. Materially increases the number of securities which may be issued under this Agreement.
Right to Amend, Etc. As between the Lenders and the Senior Noteholders:
(a) The Credit Agent and the Lenders may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from the Note Agent or any Senior Noteholder, change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the Bank Credit Agreement Obligations, or obtain, release, or dispose of any Collateral therefor, or amend or supplement in any manner the Bank Credit Agreement, the Bank Credit Agreement Security Documents or any other agreements or instruments evidencing, securing or relating to the Bank Credit Agreement Obligations, and this Agreement shall continue in full force and effect with respect to all such Bank Credit Agreement Obligations, provided, however, that the Credit Agent shall comply with all applicable provisions of this Agreement in respect of any of the foregoing; and
(b) The Note Agent and the Senior Noteholders may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from the Credit Agent or any Lender, change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the Senior Note Obligations, or obtain, release, or dispose of any Collateral therefor, or amend or supplement in any manner the Senior Note Indenture, the Senior Note Security Documents or any other agreements or instruments evidencing, securing or relating to the Senior Note Obligations, and this Agreement shall continue in full force and effect with respect to all such Senior Note Obligations, provided, however, that the Note Agent shall comply with all applicable provisions of this Agreement in respect of any of the foregoing.
Right to Amend, Etc. As between the Junior First Lien Creditors on the one hand and the Senior First Lien Creditors (including, without limitation, the Lenders) on the other hand, it is agreed that the Senior First Lien Creditors may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from the Junior First Lien Creditors, (i) change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the Senior First Lien Obligations, or (ii) obtain, release, or dispose of any Collateral for the Senior First Lien Obligations, and the provisions of this Agreement shall continue in full force and effect with respect to all such Senior First Lien Obligations.
Right to Amend, Etc. As between the Bank Creditors on the one hand and the Senior Second Lien Notes Creditors on the other hand, it is agreed that the Bank Creditors may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from any Senior Second Lien Notes Creditor, in its capacity as such, (i) change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the First Lien Obligations, (ii) obtain, release, or dispose of any Collateral for the First Lien Obligations (subject, however, to Sections 10.2 and 10.8 of the Security Agreement), or (iii) amend or supplement in any manner the Security Agreement and the other Credit Documents or any other agreements or instruments evidencing, securing or relating to the First Lien Obligations (subject, however, in the case of the First Lien Obligations, to Section 10.2 of the Security Agreement), and the provisions of this Annex D shall continue in full force and effect with respect to all such First Lien Obligations.
Right to Amend, Etc. As between the Banks and the other Secured Creditors, it is agreed that the Secured Creditors (excluding the Banks in their capacities as such) may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from any Bank in its capacity as such, change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the First Priority Secured Obligations (subject, in the case of an increase in outstanding Indebtedness constituting Secured Obligations, to compliance to the relevant provisions of Section 7.01 hereof), or obtain, release, or dispose of any Collateral therefor, or amend or supplement in any manner the Existing Credit Agreement, the Collateral Documents or any other agreements or instruments evidencing, securing or relating to the First Priority Secured Obligations, and the provisions of this Section 11 shall continue in full force and effect with respect to all such First Priority Secured Obligations; provided, however, that the actions of the Secured Creditors in effecting any amendments, waivers or modifications of the Collateral Documents shall be required to be taken in compliance with the relevant provisions regarding amendments contained in the respective Collateral Document.
Right to Amend, Etc. The holders of the Subordinated Indebtedness acknowledge and agree that the holders of the Senior Indebtedness may, in their sole discretion (and without in any way diminishing or altering their rights hereunder or the subordination provisions contained herein), modify, amend, waive or release any of the terms of the Senior Indebtedness or of any other document relative thereto and to exercise or refrain from exercising any powers or rights which they may have thereunder; including, without limitation, the right to increase the amount, extend the maturity, change the payment terms, and to refinance all or any portion of the Senior Indebtedness. The Required Holders may modify, amend, waive or release any of the terms of this Agreement, the Notes, the Subsidiary Guaranty, the Warrants, the Registration Rights Agreement or the Subordinated Indebtedness or any document relative thereto, including, without limitation, to increase the amount, extend the maturity, change any payment terms and to refinance all or any portion of the Subordinated Indebtedness and, subject to the provisions of this Agreement, to exercise or refrain from exercising any powers or rights which they may have thereunder; provided, that, any such modification, amendment, waiver or release shall not be inconsistent with the provisions of this Section 4 or otherwise adversely affect the rights and remedies of the holders of the Senior Indebtedness hereunder. The Required Holders shall promptly notify the Agent of any such modification, amendment, waiver or release. This Agreement, together with the Notes, the Subsidiary Guaranty, the Warrants, the Registration Rights Agreement and any other documents and agreements related thereto, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and may not be amended except by an instrument in writing executed and delivered by the parties hereto.
Right to Amend, Etc. As between the TL Creditors, on the one hand, and the Intermediate Holdco Creditors, on the other hand, it is agreed that the TL Creditors may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from any Intermediate Holdco Creditor, in its capacity as such, (i) change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the TL Obligations, (ii) obtain, release, or dispose of any Collateral for the TL Obligations (subject, however, to Sections 20, 22, and 32 of the Pledge Agreement), or (iii) amend or supplement in any manner the Pledge Agreement and the other Credit Documents or any other agreements or instruments evidencing, securing or relating to the TL Obligations (subject, however, in the case of the Credit Document Obligations, to Section
Right to Amend, Etc. As between the TL Creditors, on the one hand, and the Intermediate Holdco Creditors, on the other hand, it is agreed that the TL Creditors may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from any Intermediate Holdco Creditor, in its capacity as such, (i) change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the TL Obligations, (ii) obtain, release, or dispose of any Collateral for the TL Obligations (subject, however, to Sections 20, 22, and 32 of the U.S. Pledge Agreement), or (iii) amend or supplement in any manner the U.S. Pledge Agreement and the other Credit Documents or any other agreements or instruments evidencing, securing or relating to the TL Obligations (subject, however, in the case of the Credit Document Obligations, to Section 13.12 of the Credit Agreement and Section 22 of the U.S. Pledge Agreement), and the provisions of this Annex I shall continue in full force and effect with respect to all such TL Obligations.
Right to Amend, Etc. As between the Existing Senior Subordinated Secured Notes Creditor and the other Secured Creditors (including, without limitation, the Lenders), it is agreed that the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in its capacity as such) may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from the Existing Senior Subordinated Secured Notes Creditor in its capacity as such, (i) change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the Non-Existing Senior Subordinated Secured Notes Obligations, (ii) obtain, release, or dispose of any Collateral for the Non-Existing Senior Subordinated Secured Notes Obligations (subject, however, to Sections 11.2 and 11.8), or (iii) amend or supplement in any manner this Agreement and the other Credit Documents or any other agreements or instruments evidencing, securing or relating to the Non-Existing Senior Subordinated Secured Notes Obligations (subject, however, to Section 13.12 of the Credit Agreement and Section 11.2 hereof), and the provisions of this Section 12 shall continue in full force and effect with respect to all such Non-Existing Senior Subordinated Secured Notes Obligations.
Right to Amend, Etc. As between the Existing Senior Notes Creditors, the New Senior Notes Creditors, the Refinancing Senior Notes Creditors and the RJRTH Intercompany Note Creditor, on the one hand, and the other Secured Creditors (including, without limitation, the Lenders), on the other hand, it is agreed that the Secured Creditors (excluding the Existing Senior Notes Creditors, the New Senior Notes Creditors, the Refinancing Senior Notes Creditors and the RJRTH Intercompany Note Creditor in their capacities as such) may at any time and from time to time, in their sole discretion, and without any obligation to give any notice or receive any consent from the Existing Senior Notes Creditors, the New Senior Notes Creditors, the Refinancing Senior Notes Creditors and the RJRTH Intercompany Note Creditor in their capacities as such, (i) change the manner, place or terms of payment, or change or extend the time of payment of, or renew, alter, refinance, increase or add to the Credit Documents Obligations, the Credit Card Obligations or the Hedging Obligations, as applicable, (ii) obtain, release, or dispose of any Collateral for Credit Documents Obligations, the Credit Card Obligations or the Hedging Obligations, as applicable (subject, however, to Sections 10.2 and 10.8 of the Security Agreement), or (iii) amend or supplement in any manner the Security Agreement and the other Credit Documents or any other agreements or instruments evidencing, securing or relating to the Credit Documents Obligations, the Credit Card Obligations or the Hedging Obligations, as applicable (subject, however, in the case of the Credit Document Obligations, to Section 12.12 of the Credit Agreement and Section 10.2 of the Security Agreement), and the provisions of this Annex M shall continue in full force and effect with respect to all such Credit Documents Obligations, the Credit Card Obligations or the Hedging Obligations, as the case may be.
