Common use of Approval of Amendment Clause in Contracts

Approval of Amendment. Except as otherwise expressly ---------------------- provided, this Agreement or any terms hereof may not be amended, supplemented, waived or modified without the written agreement and consent of the General Partner and the Majority Limited Partners, which such consents shall not be unreasonably withheld, and any such consent (except as provided below) shall be binding on all Limited Partners, provided, that no such amendment, modification, waiver or -------- supplement shall, (i) without the consent of a Limited Partner, (A) extend or increase the amount of its Equity Commitment, (B) extend or reduce the scheduled repayment of its Equity Contribution, or reduce the rate or extend the time of payment of Limited Partner Preferred Return or any indemnity for increased costs or Breakage Costs under Sections 6.5 and 6.6 (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Majority Limited Partners directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the Applicable Equity Rate for purposes of this clause (B), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Majority Limited Partners) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), (C) reduce or limit its right to make additional Equity Contributions pursuant to Section 15.2, (D) release all or substantially all of Partnership's interest in the Equipment (except as expressly provided herein or in the Lease Agreement), (E) reduce the percentage specified in the definition of Majority Limited Partners, or (F) amend Article 13; (ii) without the consent of all Limited Partners amend, supplement, modify or waive any of the provisions of this Agreement in any manner that reduces or limits the Partnership's ability to repay any Equity Contribution or Limited Partner Preferred Return in accordance with the terms of this Agreement or changes the allocation of losses as set forth in Section 12.2; (iii) without the consent of Equity Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Equity Administrative Agent; or (iv) without the consent of General Partner, amend, modify or waive any provision relating to the rights or obligations of General Partner."

Approval of Amendment. Except as otherwise expressly ---------------------- provided, this Agreement or nor any terms hereof may not be amended, supplemented, waived or modified without the written agreement and consent of all parties hereto provided that where the General Partner and the Majority consent of Limited PartnersPartners is required, which such consents shall not be unreasonably withheld, and any such consent (except as provided below) may be given by (x) Majority Limited Partners, and any such consent shall be binding on all Limited Partners, providedprovided further, that no such amendment, modification, waiver or -------- supplement shall, (i) without the consent of a Limited Partner, (A) extend or increase the amount of its Equity Commitment, (B) extend or reduce the scheduled repayment of its Equity Contribution, or reduce the rate or extend the time of payment of Limited Partner Preferred Return or any indemnity for increased costs or Breakage Costs under Sections 6.5 and 6.6 (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Majority Limited Partners directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the Applicable Equity Rate for purposes of this clause (BA), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Majority Limited PartnersPartnership) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), (C) reduce or limit its right to make additional Equity Contributions pursuant to Section 15.2, (DB) release all or substantially all of Partnership's interest in the Equipment (except as expressly provided herein or in the Lease Agreement), (EC) reduce the percentage specified in the definition of Majority Limited Partners, Partner or (FD) amend Article 13; this Section 13.1, (ii) without the consent of all Limited Partners amend, supplement, modify or waive any of the provisions of this Agreement in any manner that reduces or limits the Partnership's ability to repay any Equity Contribution or Limited Partner Preferred Return in accordance with the terms of this Agreement or changes the allocation of losses as set forth in Section 12.2; (iii) without the consent of Equity Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Equity Administrative Agent; Agent or (iviii) without the consent of General Partner, amend, modify or waive any provision relating to the rights or obligations of General Partner."

Approval of Amendment. Except as otherwise expressly ---------------------- provided, this Agreement or any terms hereof may not be amended, supplemented, waived or modified without the written agreement and consent of the General Partner and the Majority Limited Partners, which such consents shall not be unreasonably withheld, and any such consent (except as provided below) shall be binding on all Limited Partners, provided, that no such amendment, modification, waiver or -------- supplement shall, (i) without the consent of a Limited Partner, (A) extend or increase the amount of its Equity Commitment, (B) extend or reduce the scheduled repayment of its Equity Contribution, or reduce the rate or extend the time of payment of Limited Partner Preferred Return or any indemnity for increased costs or Breakage Costs under Sections 6.5 and 6.6 (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Majority Limited Partners directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the Applicable Equity Rate for purposes of this clause (B), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Majority Limited Partners) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), (C) reduce or limit its right to make additional Equity Contributions pursuant to Section 15.2, (D) release all or substantially all of Partnership's interest in the Equipment (except as expressly provided herein or in the Lease Agreement), (E) reduce the percentage specified in the definition of Majority Limited Partners, or (F) amend Article 13; (ii) without the consent of all Limited Partners amend, supplement, modify or waive any of the provisions of this Agreement in any manner that reduces or limits the Partnership's ability to repay any Equity Contribution or Limited Partner Preferred Return in accordance with the terms of this Agreement or changes the allocation of losses as set forth in Section 12.2; (iii) without the consent of Equity Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of Equity Administrative Agent; or (iv) without the consent of General Partner, amend, modify or waive any provision relating to the rights or obligations of General Partner."