Prohibited Modification definition

Prohibited Modification means any attempt by Assignor to abandon, alter, amend, cancel, modify, release, relinquish, supplement, terminate or waive, or Assignor’s entering into or giving any agreement, approval or consent with respect to, any of the Collateral Documents, any of the Collateral or any part thereof or any interest therein or any collateral for the obligations evidenced by the Collateral Documents without the prior written consent of Agent; provided that it shall not be a Prohibited Modification if Assignor enters into an amendment, modification, waiver or supplement of or to any of the Collateral Documents solely for purposes of (a) clarification of the terms and provisions thereof, correction of mistakes or omissions, or addressing matters that are of an administrative nature, (b) approving requests for advances under any escrows or reserves established under the Collateral Documents and fund such items in accordance with the terms of the applicable Collateral Documents and prudent lending practices, (c) entering into or consenting to modifications of the Collateral Documents that are entered into in the ordinary course of business consistent with prudent lending practices, provided that such modifications are not Material Modifications, and (d) granting waivers or forbearing from exercising its rights under the Collateral Documents in the ordinary course of business consistent with prudent lending practices, provided that such waivers or forbearances do not constitute a waiver of recurring future compliance with a provision of the Collateral Documents or are not tantamount to an amendment of the Collateral Documents (except to the extent permitted in clause (c) above) and such waiver or forbearance would not affect or have an adverse impact on the Collateral or the rights and benefits afforded to the Agent and the Lenders pursuant to the Loan Documents or affect or have an adverse impact on the business, properties or operations of the Borrower (each such waiver or forbearance pursuant to this clause (d) a “Permitted Waiver or Forbearance”).

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Prohibited Modification is defined in Section 5.12(a) of the Agreement.

Prohibited Modification has the meaning set forth in Section 5.11(b).

Examples of Prohibited Modification in a sentence

• Notwithstanding the foregoing sentence, the Servicer may permit a Prohibited Modification if the Owner has consented to the same in writing or the Servicer has reasonably determined that such activities are necessary and desirable and in the best interests of the Owner to maximize recovery of principal and interest over the life of the Mortgage Loans.

• Assignor shall not make any additional loans or advances which would be secured by any of the Collateral Mortgages except for protective advances thereunder and shall not enter into a Prohibited Modification, it being agreed that any attempt to do so without the prior written consent of Agent shall be void and ineffective.

• Upon obtaining any such Substitute Financing, such financing shall be deemed to be a part of the “Financing,” and any commitment letters or fee letters, in each case, including all exhibits, term sheets, schedules, annexes and, to the extent not resulting in a Prohibited Modification, amendments and other modifications thereto, for such Substitute Financing shall be deemed to be the “Debt Letters” for all purposes of this Agreement.

• To the extent Parent obtains Alternative Financing pursuant to and in accordance with this Section 6.15 and without any Prohibited Modification, references to the “Debt Financing,” “Debt Financing Sources,” “Debt Commitment Letter” and “Debt Documents” (and other like terms in this Agreement) shall be deemed to refer to such Alternative Financing, the commitments thereunder and the agreements with respect thereto.

• For the avoidance of doubt, (i) the Purchaser may amend, modify, replace, waive, release or consent to the termination of the Debt Commitment Letter or definitive agreements related thereto, in each case, so long as such action would not constitute or effect a Prohibited Modification and (ii) the commitments in respect of the Financing pursuant to the Debt Commitment Letter may be reduced or terminated pursuant to the mandatory reduction terms of the Debt Commitment Letter as in effect on the date hereof.

• The Debt Commitment Letter has not been amended or modified in any respect prior to or as of the date of this Agreement and, as of the date of this Agreement, (a) no Prohibited Modification is contemplated by Purchaser and (b) to the knowledge of Purchaser, the commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or terminated.

• Upon the effectiveness of any such Modification not constituting or effecting a Prohibited Modification and otherwise in express compliance with this Section 6.08(c), the terms “Debt Commitment Letter”, “Debt Fee Letter” and “Equity Commitment Letter” shall mean the Debt Commitment Letter, the Debt Fee Letter or the Equity Commitment Letter, as applicable, as amended, supplemented or modified or subject to such waiver, in each case, in express compliance with this Section 6.08(c).

• To the extent Parent obtains amends, replaces, supplements, terminates, modifies or waives any of the Financing, in each case pursuant to this Section 6.13 and without any Prohibited Modification, references to the “Financing,” and “Equity Commitment Letter” (and other like terms in this Agreement) shall be deemed to refer to the commitments thereunder and the agreements with respect thereto, or the Financing as so amended, replaced, supplemented, terminated, modified or waived.

More Definitions of Prohibited Modification

Prohibited Modification means any Refinancing or modification to any of the Subordinate Loan Documents that would do any of the following:

Prohibited Modification shall have the meaning set forth in Section 9.2(d) hereof. “Projections” shall have the meaning set forth in Section 5.5(a) hereof. “Protective Advances” shall have the meaning set forth in Section 16.2(f) hereof. “Published Rate” shall mean the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the LIBOR Rate for a one month period as published in another publication selected by Agent). “Purchasing CLO” shall have the meaning set forth in Section 16.3(d) hereof. “Purchasing Lender” shall have the meaning set forth in Section 16.3(c) hereof. “Receivables” shall mean and include, as to any Person, all of such Person’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Person’s contract rights, instruments (including those evidencing indebtedness owed to such Person by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Person arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder, and without limiting the generality of the foregoing, Receivables includes all Accounts Receivable and any and all such Receivables and/or Accounts Receivable arising out of or pursuant to any Specified Export Order Contract. “Register” shall have the meaning set forth in Section 16.3(c) hereof. “Release” shall have the meaning set forth in Section 5.7(c)(i) hereof. “Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection either with any Anti-Terrorism Law or with any predicate crime to any money laundering law constituting an Anti-Terrorism Law, or any officer of any 19

Prohibited Modification any amendment, modification or other change to any of the terms of any Indebtedness or Governing Documents of the Bison Entities that would (a) restrict the Borrower's ability to (i) grant a Lien on any Collateral (other than Excluded Collateral a▇ ▇▇▇▇▇▇▇ ▇▇ Guarantee and Collateral Agreement) for the benefit of the Lenders, (ii) be merged or consolidated with any other Person, (iii) consummate a Company Sale in any manner or (iv) prepay, repay or otherwise perform under any Loan Document, (b) increase the amount of Class B Priority Return (as defined in the PPH Company Agreement) or fees, or change the types or categories of expenses, in each case, payable to the Class B Preferred Member (as defined in the PPH Company Agreement) other than increases consistent with increases in the amount of interest and fees, and changes in the types or categories of expenses, in each case, payable to the lenders under the Williams Multiyear Credit Facility or, if the Williams Multiyear ▇▇▇▇▇▇ Facility has been terminated, the larg▇▇▇, ▇▇ terms of commitment amount, syndicated revolving credit agreement under which Parent is a borrower, (c) extend the maturity of any Indebtedness of the Bison Entities past the maturity date thereof on the Closing Date, (d) result in (i) the issuance by PPH of any additional Class B Preferred Member Interests (as defined in the PPH Company Agreement) or any other equity interests substantially similar to the Class B Preferred Member Interests or (ii) the contribution of additional capital to PPH by the Class B Preferred Member (as defined in the PPH Company Agreement), or (e) reasonably be expected to result in a Material Adverse Effect, the reasonable expectation that such amendment, modification or other change would not result in a Material Adverse Effect to be determined in good faith by a Responsible Officer of Parent, it being understood that the parties to the Indebtedness and Governing Documents of the Bison Entities may conclusively rely on a certificate of such Responsible Officer to such effect.

Prohibited Modification means an amendment, supplement or modification to the Exchange Offers and Consent Solicitations by the Company that has the effect of (i) reducing the rate at which the Exchange Notes will be exchanged for 13% Notes below the rate specified in Annex A hereto, (ii) reducing the principal amount of 13% Notes or 14.25% Notes for which the Exchange Offers are being made or reducing, modifying or waiving the Minimum Consent Condition, (iii) reducing the interest rate for the Exchange Notes to a rate less than the rate specified on Annex A hereto, or (iv) otherwise altering the terms of the Exchange Notes in any manner adverse to Holders.

Prohibited Modification means an amendment, supplement or modification to the Exchange Offers and Consent Solicitations by the

Prohibited Modification means an amendment, supplement or modification to the Exchange Offers and Consent Solicitations by the Company that has the effect of (i) reducing the rate at which the Exchange Notes will be exchanged for 13% Notes below the rate specified in Annex A hereto, (ii) reducing the principal amount of 13% Notes or 14.25% Notes for which the Exchange Offers are being