AMENDMENT OF GUARANTY. The Trustee and the Guarantor may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect or omission, (iii) in connection with an amendment of the Indenture, (iv) to effect any event or purpose for which there could be an amendment of the Indenture without the consent of the owners or beneficial owners of the Bonds, or (v) in connection with any other change herein which is not to the material prejudice of the Trustee or the owners or beneficial owners of the Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners of 100% in aggregate principal amount of the Bonds then outstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due the Issuer under Section 4.2(e), 7.3, 9.2 or 9.3 of the Loan Agreement may only be made with the prior written consent of the Issuer.
Appears in 2 contracts
Sources: Guaranty Agreement (Covanta Holding Corp), Guaranty Agreement (Covanta Holding Corp)
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Financing Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the Bonds then outstandingOutstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due the Issuer Authority under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Financing Agreement may only be made with the prior written consent of the IssuerAuthority. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the holders of the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 2 contracts
Sources: Guaranty Agreement (Casella Waste Systems Inc), Guaranty Agreement (Casella Waste Systems Inc)
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Loan Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the Bonds then outstandingOutstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due the Issuer under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Agreement may only be made with the prior written consent of the Issuer. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the holders of the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 2 contracts
Sources: Guaranty Agreement (Casella Waste Systems Inc), Guaranty Agreement (Casella Waste Systems Inc)
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Financing Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the Bonds then outstandingOutstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due the Issuer Authority under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Financing Agreement may only be made with the prior written consent of the IssuerAuthority. As a condition precedent to any such amendment, change, or modification, the Guarantors shall deliver to the Trustee the Opinion of Counsel required by Section 9.5(B) of the Indenture. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the holders of the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 1 contract
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Series 2022A-2 Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Loan Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners Holders of the Series 2022A-2 Bonds, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Series 2022A-2 Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Series 2022A-2 Bonds at the time outstanding, which are in a Term Interest Rate Period and are not secured by a Letter of Credit; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the such series of 2022A-2 Bonds then outstandingOutstanding, which are in a Term Interest Rate Period and are not secured by a Letter of Credit, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due to the Issuer under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Agreement may only be made with the prior written consent of the Issuer. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the holders of the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 1 contract
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Series 2020R-1 Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Loan Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Series 2020R-1 Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Series 2020R-1 Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the Series 2020R-1 Bonds then outstandingOutstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due to the Issuer under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Agreement may only be made with the prior written consent of the Issuer. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the lenders under the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 1 contract
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Financing Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the Bonds then outstandingOutstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due the Issuer Authority under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Financing Agreement may only be made with the prior written consent of the IssuerAuthority. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Secured Loan Agreement remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the holders of the Senior Secured Loan Agreement, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 1 contract
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Series 2025A Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Loan Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners Holders of the Series 2025A Bonds, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Series 2025A Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Series 2025A Bonds at the time outstanding, which are in a Term Interest Rate Period and are not secured by a Letter of Credit; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the such series of 2025A Bonds then outstandingOutstanding, which are in a Term Interest Rate Period and are not secured by a Letter of Credit, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any No amendment, change modification or modification waiver of any provision of this Guaranty relating to payments due any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Issuer under Trustee. Further, notwithstanding the foregoing, while the Senior Credit Agreements or Senior Notes remain in effect or outstanding, as applicable, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 4.2(e)8 of this Guaranty or (y) amend, 7.3, 9.2 modify or 9.3 waive any of the Loan Agreement may only other provision of this Guaranty (i) if the effect of such modification or waiver would be made with to delete or otherwise render ineffective the references to the Senior Credit Agreements or Senior Notes expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the lenders under the Senior Credit Agreements or the holders of the Senior Notes, without, in each case, the prior written consent of the Issueradministrative agent under the Senior Credit Agreements or the trustee for the Senior Notes, as applicable.
Appears in 1 contract
Sources: Guaranty Agreement (Novelis Inc.)
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Loan Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Bonds at the time outstanding, which are in a Term Interest Rate Period and are not secured by a Letter of Credit; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the such series of Bonds then outstandingOutstanding which are in a Term Interest Rate Period and are not secured by a Letter of Credit, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due to the Issuer under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Agreement may only be made with the prior written consent of the Issuer. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the lenders under the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 1 contract
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Series 2005R-2 Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Financing Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which is not to the material prejudice of the Trustee or the owners or beneficial owners of the Series 2005R-2 Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Series 2005R-2 Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the Series 2005R-2 Bonds then outstandingOutstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due the Issuer Authority under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Financing Agreement may only be made with the prior written consent of the IssuerAuthority. As a condition precedent to any such amendment, change, or modification, the Guarantors shall deliver to the Trustee the Opinion of Counsel required by Section 9.5(B) of the Indenture. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the holders of the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 1 contract
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners Bondholders or beneficial owners of the Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Financing Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners Bondholders of the Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners Bondholders or beneficial owners of not less than a majority in aggregate principal amount of the Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the Bonds then outstandingOutstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due the Issuer Authority under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Financing Agreement may only be made with the prior written consent of the IssuerAuthority. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the holders of the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 1 contract
AMENDMENT OF GUARANTY. The Trustee and the Guarantor Guarantors may, with notice to the Issuer, without the consent of or notice to the owners or beneficial owners of the Series 2022A-1 Bonds, enter into any amendment, change or modification of this Guaranty (i) as may be required by the provisions of this Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or formal defect inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture, (iv) Indenture or the Loan Agreement to effect any event or purpose for which there could be such an amendment of the Indenture without the consent of the owners or beneficial owners of the BondsHolders, or (viv) in connection with any other change herein which that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Series 2022A-1 Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantor Guarantors may not enter into any other amendment, change or modification of this Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Series 2022A-1 Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the owners or beneficial owners Holders of 100% in aggregate principal amount of the Series 2022A-1 Bonds then outstandingOutstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of this Guaranty relating to payments due to the Issuer under Section 4.2(e4.2(d), 7.3, 9.2 or 9.3 of the Loan Agreement may only be made with the prior written consent of the Issuer. No amendment, modification or waiver of any provision of this Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Credit Facility remains in effect, the parties hereto agree that they will not (x) amend, modify or waive the provisions set forth in Section 7 of this Guaranty or (y) amend, modify or waive any of the other provision of this Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to Section 7 expressly contained in such provision or (ii) in a manner that could reasonably be expected to be materially adverse to the lenders under the Senior Credit Facility, without, in each case, the prior written consent of the administrative agent thereunder.
Appears in 1 contract