01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that: (a) no such amendment, waiver or consent shall: (i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced; (iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; (iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby; (v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby; (vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone); (vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and (viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby; (b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Credit Document, and no consent to any departure by the Borrower Borrowers or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative AgentAgents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:that
(a) no such amendment, waiver or consent shall::
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);;
(ii) postpone any date fixed by this Agreement or any other Loan Credit Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Credit Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the any Borrower to pay interest or Letter of Credit Fees at the Default Rate;;
(iv) change Section 2.13 or Section 9.03 or any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;; 104
(vi) release the any Borrower or, except in connection with a merger merger, amalgamation or consolidation permitted under Section 8.04 8.04(a) or a an Asset Disposition permitted under Section 8.058.04(b), all or substantially all of the value of the Guaranty Subsidiary Guarantors without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 10.10 (in which case such release may be made by the Administrative Agent Agents acting alonetogether); or
(vii) without the prior written consent of each Lender directly affected thereby, subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is not permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;hereunder;
(b) unless also signed by the applicable L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(c) unless also signed by the applicable Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of such Swing Line Lender under this Agreement; and
(d) unless also signed by the applicable Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the such Administrative Agent under this Agreement or any other Loan Credit Document; provided, however, that, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iiiii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and herein, (iiiiv) the Required Lenders shall determine whether or not to allow a Loan Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders, (v) (x) this Agreement may be amended in accordance with Section 3.03, (y) with respect to SOFR, the SOFR Daily Floating Rate or Term SOFR, the Administrative Agents will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document (provided, that, with respect to any such amendment effected, the Administrative Agents shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective) and (z) with respect to ▇▇▇▇▇, Term ▇▇▇▇▇, the Term ▇▇▇▇▇ Rate or the Daily Simple ▇▇▇▇▇, the Administrative Agents will have the right to make CAD Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such CAD Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document (provided, that, with respect to any such amendment effected, the Administrative Agents shall post each such amendment implementing such CAD Conforming Changes to the Borrowers and the Lenders reasonably promptly 105 after such amendment becomes effective), and (vi) as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 11.01, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Credit Documents at the time such amendment, amendment and restatement or other modification becomes effective. Notwithstanding any provision herein to the contrary, (A) if the Domestic Administrative Agent and the Parent Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Credit Document (including the schedules and (B) exhibits thereto), then the Domestic Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).Parent Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
Sources: Cdor Transition Amendment (Graybar Electric Co Inc)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, ▇▇▇▇▇▇▇▇ and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document or amend the definition of “Maturity Date” without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).”,
Appears in 1 contract
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that in addition to the foregoing requirements no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or (c)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders, the Required Term Facility One Lenders, or the Required Term Facility Two Lenders, as the case may be;
(c) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iid) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (ii) any scheduled or mandatory reduction of the Commitments any Facility hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedAppropriate Lender;
(iiie) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ivi) without the prior written consent of each Lender directly, adversely affected thereby (A) modify (1) Sections 8.03, 2.12(e) or 2.13 or (2) any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments otherwise required hereunder, (B) subordinate, or have the effect of subordinating, the Secured Obligations hereunder to any other Indebtedness and (C) except as provided in Section 9.10, subordinate, or have the effect of subordinating, the Liens securing the Secured Obligations to Liens securing any other Indebtedness or other obligation; provided that, in the case of the preceding subclauses (B) and (C), only those Lenders that are directly and adversely affected thereby (without giving effect to this proviso) that have not been offered an opportunity to fund their pro rata share (based on the amount of Obligations that are adversely affected thereby held by each such Lender and calculated immediately prior to any applicable amendment or priming Indebtedness) of the priming Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction) as are offered to all other providers of the priming Indebtedness shall be deemed to be directly and adversely affected by such amendment, waiver or consent; (ii) modify the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(c), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the Term Facility One, the Required Term Facility One Lenders, (y) if such Facility is the Term Facility Two, the Required Term Facility Two Lenders and (z) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(g) change (i) any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Term Facility One Lenders” or “Required Term Facility Two Lenders” without the written consent of each Lender directly affected therebyunder the applicable Facility;
(vh) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected therebyLender;
(vii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Restricted Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(viij) subordinate, impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or have the effect of subordinating, the Obligations obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viiii) subordinate, or have if such Facility is the effect of subordinatingTerm Facility One, the Liens securing Required Term Facility One Lenders, (ii) if such Facility is the Obligations to Liens securing any other Indebtedness or other obligationTerm Facility Two, except to the extent Required Term Facility Two Lenders and (iii) if such Facility is the subordination of any such Liens is permitted pursuant to Section 10.09(bRevolving Credit Facility, the Required Revolving Lenders; and provided, further, that (i) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the affected L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) the Agent Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone); ;
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)3.05.
Appears in 1 contract
01Amendments, Etc. No Except as otherwise contemplated by Section 8.07, no amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, and no nor consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower or the applicable Loan PartyBorrower, as the case may be, and acknowledged by the Administrative Agent, the Collateral Agent (in the case of any Collateral Documents) and each the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
that (a) no such amendment, waiver or consent shall:
, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) extend or increase waive any of the Commitment conditions specified in Section 3.01 or, in the case of a Lender (or reinstate any Commitment terminated pursuant to the initial Borrowing, Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
3.02, (ii) postpone any date fixed by this Agreement change the number of Lenders or any other Loan Document the percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or them to take any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
action hereunder, (iii) reduce or limit the principal of, the rate obligations of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or Guarantor under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, only the consent Section 1 of the Required Lenders shall be necessary to amend the definition of “Default Rate” Subsidiary Guaranty or to waive any obligation Section 9.01 of the Borrower Additional Alliance Entity Guarantee issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to pay interest at the Default Rate;
Obligations owing to the Administrative Agent and the Lenders (other than, in the case of this clause (iii), a release of a Subsidiary Guarantor or UC Guarantor in connection with disposition of the equity interests of such Subsidiary Guarantor or UC Guarantor permitted by the Loan Documents as of the Closing Date), (iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without from the written consent Liens created under the Loan Documents (other than, in the case of this clause (iv), in connection with an asset disposition or Investment or Restricted Payment, in each Lender directly affected thereby;
case, permitted under the Loan Documents as of the Closing Date), (v) amend or waive Section 2.11(e), Section 2.13 or Section 6.03 (or any defined term to the extent used therein), (vi) release the Borrower or, except in connection with a merger or consolidation permitted from its Obligations under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all any of the value of the Guaranty without the written consent of each Lender directly affected therebyLoan Documents, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, subordinate the Obligations hereunder in right of payment to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinateDebt, or have the effect of subordinating, the Liens subordinate any Lien on Collateral securing the Obligations to Liens any Lien on such Collateral securing any other Indebtedness or other obligationDebt, in each case, except as permitted by the Loan Documents as of the Closing Date, or (viii) amend or waive this Section 8.01 (or any defined term to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting aloneused therein), without the written consent of each Lender directly affected thereby;
and (b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitment or Letter of Credit Commitment of such Lender, (ii) reduce the principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder to such Lender, (iii) postpone any date fixed for any payment of principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder to such Lender, (iv) amend the definition of Termination Date or Credit Agreement Springing Maturity Date or any other definition to the extent used in either of the foregoing definitions referred to in this clause (iv), or (v) change the order of application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent (as applicable) in addition to the Lenders required above, require the Administrative Agent or Collateral Agent (as applicable) to take such action, affect the rights or duties of the Administrative Agent or the Collateral Agent (as applicable) under this Agreement or any the other Loan Document; provided, however, that, notwithstanding Documents. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) neither the Commitments Commitment nor the Letter of Credit Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (y) the maturity of any Advances of a Defaulting Lender may not be extended, the rate of interest on any Advances of a Defaulting Lender may not be reduced and the principal amount of any Advances of a Defaulting Lender may not be forgiven, in each case without the consent of such Defaulting Lender and (yz) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Credit Document, and no consent to any departure by the Borrower Borrowers or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative AgentAgents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:that
(a) no such amendment, waiver or consent shall::
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);;
(ii) postpone any date fixed by this Agreement or any other Loan Credit Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Credit Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the any Borrower to pay interest or Letter of Credit Fees at the Default Rate;;
(iv) change Section 2.13 or Section 9.03 or any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(v) change any provision of this Section 11.01(a) or the definition definitions of “Required Lenders” or “Required Revolving Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;;
(vi) release the any Borrower or, except in connection with a merger merger, amalgamation or consolidation permitted (in each case, as in effect on the Sixth Amendment Effective Date) under Section 8.04 8.04(a) or a an Asset Disposition permitted under Section 8.058.04(b), all or substantially all of the value of the Guaranty Subsidiary Guarantors without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 10.10 (in which case such release may be made by the Administrative Agent Agents acting alonetogether); or
(vii) without the prior written consent of each Lender directly affected thereby, subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent not permitted hereunder as of the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;Sixth Amendment Effective Date;
(b) unless also signed by the applicable L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(c) unless also signed by the applicable Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of such Swing Line Lender under this Agreement; and
(d) unless also signed by the applicable Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the such Administrative Agent under this Agreement or any other Loan Credit Document; provided, however, that, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iiiii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and herein, (iiiiv) the Required Lenders shall determine whether or not to allow a Loan Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders, (v) (x) this Agreement may be amended in accordance with Section 3.03, (y) with respect to SOFR, the SOFR Daily Floating Rate or Term SOFR, the Administrative Agents will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document (provided, that, with respect to any such amendment effected, the Administrative Agents shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective) and (z) with respect to ▇▇▇▇▇, Term ▇▇▇▇▇, the Term ▇▇▇▇▇ Rate or the Daily Simple ▇▇▇▇▇, the Administrative Agents will have the right to make CAD Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such CAD Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document (provided, that, with respect to any such amendment effected, the Administrative Agents shall post each such amendment implementing such CAD Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective), and (vi) as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 11.01, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Credit Documents at the time such amendment, amendment and restatement or other modification becomes effective. Notwithstanding any provision herein to the contrary, (A) if the Domestic Administrative Agent and the Parent Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Credit Document (including the schedules and (B) exhibits thereto), then the Domestic Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).Parent Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Joint Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan PartyBorrower, as the case may be, and acknowledged by the Joint Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall::
(ia) waive any condition set forth in Section 4.01 or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);;
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;payment;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv)(v) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of the Borrowing Base (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;;
(ive) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;Lender;
(vg) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent in any transaction or series of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)related transactions, without the written consent of each Lender directly affected thereby;Lender;
(bh) unless also signed by release the Administrative AgentBorrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender;
(i) impose any greater restriction on the ability of any Lender under the Revolving Facility to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; and provided, further, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Joint Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Joint Administrative Agent under this Agreement or any other Loan Document; provided(iv) the Autoborrow Agreement and any fee letters executed in connection therewith may be amended, howeveror rights or privileges thereunder waived, thatin a writing executed only by the parties thereto and (v) the Fee Letter may be amended, notwithstanding or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (vi) the term L/C Commitment may be amended pursuant to a fully executed (and delivered to the Joint Administrative Agent) Notice of Additional L/C Issuer. Notwithstanding anything to the contrary herein, (iA) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under the Revolving Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x1) the Commitments Commitment of any Defaulting Lender may not be increased or extended nor any principal or interest on any revolving loan is reduced or waived without the consent of such Lender and (y2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under the Revolving Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iiB) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iiiC) the Required Lenders shall determine whether or not to allow a Loan Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein anything to the contrary, (A) contrary herein the Joint Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may make amendments replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 3.05 and (B) together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary in this Section 11.01 or this Agreement, the Joint Administrative Agent are hereby irrevocably authorized by each of the Lenders, in the Joint Administrative Agent sole discretion, to (1) release any Term Loan Priority Collateral, as required under the Term ICA; (2) release any Guarantor related to any release of any Term Loan Priority Collateral and/or (3) release the Guaranty upon the termination of the Term Loan Agreement and repayment of all obligations owed by GPI under the Required Lenders may make amendments contemplated by Section 2.14(d).Term Loan Agreement.
Appears in 1 contract
Sources: Credit Agreement (Green Plains Inc.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party Company therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, Company and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iii) of the penultimate proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Company to pay interest or Letter of Credit Fees at the Default Rate;; Conagra Revolving Credit Agreement (2025)
(ive) change Section 8.03 or any other provision hereof in a manner that would alter the pro rata sharing of payments or the order of application of proceeds required thereby without the written consent of each Lender adversely affected thereby; or
(f) change any provision of this Section 11.01(a) 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby;
Lender; and, provided further, that (vi) except no amendment, waiver or consent shall, unless in connection with a Disposition permitted under Section 8.05writing and signed by the L/C Issuer, release all affect the rights or substantially all duties of the Collateral without L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the written consent of each Swing Line Lender directly affected thereby;
(vi) release in addition to the Borrower orLenders required above, except in connection with a merger affect the rights or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all duties of the value of the Guaranty without the written Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent of each Lender directly affected therebyshall, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (unless in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also writing and signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) [reserved]; and (v) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided, howeverfurther, thatthe Administrative Agent may, notwithstanding with the consent of the Company only, amend, modify or supplement this Agreement and any related documents executed by the Company to cure any ambiguity, omission, defect or inconsistency, in each case, of a technical or immaterial nature so long as (x) such amendment, modification or supplement does not directly adversely affect any right of any Agent or Lender, and (y) the Required Lenders shall not have objected in writing within five (5) Business Days of such amendment. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the a Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrowers and the Borrower or the applicable Loan Party, as the case may beMajority Lenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) provided that no such amendment, waiver or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following:
(i) extend or increase subject such Lender to any additional obligations including, without limitation, any extension of the Commitment expiry date of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments any Commitment of any such Lender);
, (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the or rate of interest specified herein on or the repayment premium specified herein on on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder, (including exit feesiii) postpone any date for payment of principal of, or interest on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder or under any when due (other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, than fees or other amounts; providedamounts payable for the sole account of an Issuing Lender), however, that, only (iv) modify any of the provisions of the Loan Documents relating to pro rata payments or (v) waive any condition precedent to any Borrowing without the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or the definition of “Required Majority Tranche Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05; and provided, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower orfurther, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, that no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedshall, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (unless in writing and any amendment, waiver or consent which signed by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding , change the percentage of any provision herein Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to the contrarytake any action hereunder, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).amend Section
Appears in 1 contract
01Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the a Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrowers and the Borrower or the applicable Loan Party, as the case may beMajority Lenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) provided that no such amendment, waiver or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following:
(i) extend or increase subject such Lender to any additional obligations including, without limitation, any extension of the Commitment expiry date of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments any Commitment of any such Lender);
, (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the or rate of interest specified herein on or the repayment premium specified herein on on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder, (including exit feesiii) postpone any date for payment of principal of, or interest on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder or under any when due (other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, than fees or other amounts; providedamounts payable for the sole account of an Issuing Lender), however, that, only (iv) modify any of the provisions of the Loan Documents relating to pro rata payments or (v) waive any condition precedent to any Borrowing without the consent of the Required Lenders Majority Tranche Lenders; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, change the percentage of any Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be necessary required for the Lenders or any of them to take any action hereunder, (A) amend the definition of “Default Rate” Section 3.07(a) or to waive any obligation (b), this Section 9.01 or Section 6.08 of the Borrower to pay interest at the Default Rate;
Guarantee and Security Agreement or (ivB) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made Guarantees provided by the Administrative Agent acting alone);
Guarantors, and provided, further, that (viix) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent and the Issuing Lenders in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or, as the case may be, the Issuing Lenders under this Agreement any Loan Document, (y) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document; provided, however, that, notwithstanding Document if the same is not objected to in writing by the Majority Lenders within five Business Days after notice thereof. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitments no Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting ▇▇▇▇▇▇ shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders) and (yz) any no waiver, amendment or modification requiring to this Agreement shall by its terms adversely affect the rights of Lenders holding Loans or Commitments of a particular Class in respect of payments or Collateral hereunder in a manner different than such waiver, amendment or modification affects Lenders holding Loans or Commitments of other Classes without the consent of all the Majority Tranche Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code affected Class in addition to the Lenders required above to take such action.
(b) This Agreement, the other Loan Documents and the other agreements provided for herein constitute the entire agreement of the United States supersedes the unanimous consent provisions set forth herein parties hereto and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein thereto with respect to the contrary, (A) the Administrative Agent subject matter hereof and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)thereof.
Appears in 1 contract
01Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Lenders, or the applicable Loan Party, as the case may be, and acknowledged by the Administrative AgentAgent with the consent of the Required Lenders, and such Loan Party (with an executed copy thereof promptly delivered to the Administrative Agent if not otherwise a party thereto) and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) that no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of each Lender holding such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default Default, mandatory prepayment or a mandatory reduction in of the Commitments is shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce or forgive the amount of, any payment of principal, interest or fees due and payable to the Lenders hereunder without the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest).
(excluding mandatory prepayments)c) reduce or forgive the principal of, interestor the rate of interest specified herein on, repayment premiums, any Loan or any fees (including exit fees) or other amounts due payable to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender entitled holding such Loan or to receive whom such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) fee or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount is owed; provided, however, that, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(ivd) change any provision of this Section 11.01(a) 8.03 or 10.01 or the definition of “Required Lenders” without or any other provision specifying the written consent number of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all Lenders or substantially all portion of the Collateral without Loans or Commitments required to take any action under the written consent of Loan Documents, in each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)case, without the written consent of each Lender directly affected thereby;
(be) unless also signed other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees provided by the Administrative AgentGuarantors, no amendmentwithout the written consent of each Lender; or
(g) amend, waiver waive or consent shall affect otherwise modify the rights or duties portion of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding definition of “Interest Period” that provides for three month intervals without the written consent of each Lender affected thereby. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms materially and adversely affects any Defaulting Lender more adversely (if such Lender were not a Defaulting Lender) to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein anything to the contrarycontrary in this Section 10.01, (A) this Agreement and any other Loan Document may be amended solely with the consent of the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and without the need to obtain the consent of any other Lender if such amendment is delivered in order to (A) correct or cure ambiguities, errors, omissions or defects, (B) effect administrative changes of a technical or immaterial nature, and (C) fix incorrect cross references or similar inaccuracies in this Agreement or the applicable Loan Document and, in each case of clauses (A), (B) and (C), such amendment shall become effective without any further action or the consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. The Collateral Documents and related documents in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) comply with local Law or advice of local counsel, (ii) correct or cure ambiguities, omissions mistakes or defects or (iii) cause such Collateral Documents or other document to be consistent with this Agreement and the other Loan Documents, and in each case, such amendment shall become effective without any further action or the consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders may make amendments contemplated by Section 2.14(d)within five (5) Business Days following receipt of notice thereof.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Argo Blockchain PLC)
01Amendments, Etc. No Subject to Section 3.03(b) and the last paragraph of this Section 10.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, the Term Loan or (subject to clause (iii) of the repayment premium specified herein on any Loan, or second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default RateRate or (ii) to amend any financial covenants hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on the Term Loan or to reduce any fee payable hereunder;
(ive) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected therebyLender;
(vg) except in connection with a Disposition permitted under Section 8.05, release all subordinate the Obligations to any unsecured debt of Borrower or substantially all of the Collateral any Consolidated Party without the written consent of each Lender directly affected thereby;Lender; or
(vih) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Subsidiary Guaranty without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Subsidiary Guarantor is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone);
and, provided, further, that (viii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (ii) the Engagement Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended increased, the rate of interest on any of its Term Loan may not be reduced and the principal amount of any of its Term Loan may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (iibut with the consent of the Credit Parties and Administrative Agent) each Lender is entitled if, upon giving effect to vote as such amendment and restatement, such Lender sees fit on any bankruptcy reorganization plan that affects shall no longer be a party to this Agreement (as so amended and restated), the Loans Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein shall have been paid in full all principal, interest and (iii) the Required Lenders shall determine whether other amounts owing to it or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lendersaccrued for its account under this Agreement. Notwithstanding any provision herein to the contrary, (A) the if Administrative Agent and Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the Borrower may make amendments contemplated by Section 3.05 schedules and (B) the exhibits thereto), then Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document or amend the definition of “Maturity Date” without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or ”, (ii) to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (iii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ive) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).2.12
Appears in 1 contract
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Credit Document, and no consent to any departure by the Borrower Borrowers or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative AgentAgents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:that
(a) no such amendment, waiver or consent shall::
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);;
(ii) postpone any date fixed by this Agreement or any other Loan Credit Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Credit Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees (including exit fees) or other 106 amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the any Borrower to pay interest or Letter of Credit Fees at the Default Rate;;
(iv) change Section 2.13 or Section 9.03 or any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;;
(vi) release the any Borrower or, except in connection with a merger merger, amalgamation or consolidation permitted under Section 8.04 8.04(a) or a an Asset Disposition permitted under Section 8.058.04(b), all or substantially all of the value of the Guaranty Subsidiary Guarantors without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 10.10 (in which case such release may be made by the Administrative Agent Agents acting alonetogether); or
(vii) without the prior written consent of each Lender directly affected thereby, subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is not permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;hereunder;
(b) unless also signed by the applicable L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(c) unless also signed by the applicable Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of such Swing Line Lender under this Agreement; and
(d) unless also signed by the applicable Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the such Administrative Agent under this Agreement or any other Loan Credit Document; provided, however, that, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iiiii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and herein, (iiiiv) the Required Lenders shall determine whether or not to allow a Loan Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders, (v) this Agreement may be amended in accordance with Section 3.03, and (vi) as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 11.01, it shall not be necessary to obtain the consent or approval of any Lender 107 that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Credit Documents at the time such amendment, amendment and restatement or other modification becomes effective. Notwithstanding any provision herein to the contrary, (A) if the Domestic Administrative Agent and the Parent Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Credit Document (including the schedules and (B) exhibits thereto), then the Domestic Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).Parent Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
01Amendments, Etc. No Subject to Section 3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(ive) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the prior written consent of each Lender directly affected thereby, except to (i) modify Section 2.13 or Section 8.03 or any other provision hereof in a manner that would have the extent effect of altering the release ratable reduction of any Guarantor is permitted pursuant to Section 10.09 Commitments, the order of payments or the pro rata sharing of payments otherwise required hereunder, or (in which case such release may be made by the Administrative Agent acting alone);
(viiii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation obligation;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; andLender;
(viiig) subordinate, release all or have substantially all of the effect value of subordinating, the Liens securing Guaranty without the Obligations to Liens securing any other Indebtedness or other obligationwritten consent of each Lender, except to the extent the subordination release of any such Liens Guarantor is permitted pursuant to Section 10.09(b) 9.10 (in which case such subordination release may be made by the Administrative Agent acting alone); or
(h) amend or waive compliance with Section 7.10, or amend any definition in any manner that would have the effect of waiving compliance with Section 7.10, in each case without the written consent of Lenders holding in the aggregate at least 75% of the Aggregate Commitments 103 or, if the Aggregate Commitments have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 75% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender directly affected thereby;
for purposes hereof); and, provided further, that (bi) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) each fee letter entered into in connection with this Agreement may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of all Lenders or all affected Lenders, as the applicable Lenders case may be, other than Defaulting Lenders), except that (xi) the Commitments Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (yii) any waiveramendment, amendment waiver or modification consent requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (iibut with the consent of the Loan Parties and the Administrative Agent) each Lender is entitled if, upon giving effect to vote as such amendment and restatement, such Lender sees fit on any bankruptcy reorganization plan that affects shall no longer be a party to this Agreement (as so amended and restated), the Loans Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein shall have been paid in full all principal, interest and (iii) the Required Lenders shall determine whether other amounts owing to it or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lendersaccrued for its account under this Agreement. Notwithstanding any provision herein to the contrary, (A) if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and (B) exhibits thereto), then the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, the Loan or (subject to clause (ii) of the repayment premium specified herein on any Loan, or second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on the Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate”;
(ive) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected therebyLender;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vig) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, (x) all or substantially all of the value of the Guaranty or (y) all or substantially all of the Collateral in any transaction or series of related transactions, each case, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor or Collateral is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(viih) subordinate, release Borrower or have permit Borrower to assign or transfer any of its rights or obligations under this Agreement or the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation Loan Documents without the written consent of each Lender directly affected therebyLender; and
(viii) subordinate, or have the effect of subordinatingprovided further, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, that no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding . Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, (iia) each this Agreement may be amended and restated without the consent of any Lender is entitled (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to vote as such amendment and restatement, such Lender sees fit on any bankruptcy reorganization plan that affects shall no longer be a party to this Agreement (as so amended and restated), the Loans Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement, and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (Ab) the Administrative Agent may amend or modify this Agreement and any other Loan Document to (i) to cure any ambiguity, omission, mistake, defect or inconsistency therein or (ii) grant a new Lien for the Borrower may make amendments contemplated by Section 3.05 and (B) benefit of the Administrative Agent and Secured Parties, extend an existing Lien over additional property for the Required Lenders may make amendments contemplated by Section 2.14(d)benefit of the Secured Parties or join additional Persons as Loan Parties.
Appears in 1 contract
01Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that amendments pursuant to Sections 10.01(a), (b), (c) and (d) below may be effected without the consent of the Required Lenders; provided, further, that:
(a) however, that no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such each Lender whose Commitment is being extended or increased directly and adversely affected thereby (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or the waiver of any Default Default, mandatory prepayment or a mandatory reduction in of the Commitments is shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal (excluding mandatory prepayments), interest, repayment premiumsor interest under Section 2.07 or Section 2.08, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled directly and adversely affected thereby, it being understood that the waiver of (or amendment to receive such the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or whose Commitments are to be reducedinterest;
(iiic) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or (subject to clause (iii) of the third proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled directly and adversely affected thereby, it being understood that any change to receive such payment the definition of principal, interest, fees “Consolidated First Lien Net Leverage Ratio,” “Consolidated Secured Net Leverage Ratio” or other amounts“Consolidated Total Net Leverage Ratio” or in the component definitions thereof shall not constitute a reduction in the rate of interest or fees; provided, however, that, provided that only the consent of the Required Lenders shall be necessary to (i) amend the definition of “Default Rate” or ”, (ii) to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) Rate or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether effectuate or not to allow a Loan Party to use cash collateral implement any changes in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by accordance with Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).1.10;
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Security Documents and the Guaranties), and no consent to any departure by the Borrower Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders applicable Loan Party and the Borrower or the applicable Loan Party, as the case may beRequired Lenders, and acknowledged by the Administrative Agent, or by the applicable Loan Party and the Administrative Agent, with the consent of the Required Lenders or in the case of the Security Documents and the Guaranties, by the Collateral Agent, with the consent of the Required Lenders and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), which may be postponed or waived by the Required Lenders) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the any Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.11 or any other section of this Agreement in a manner that would alter the pro rata sharing of payments required thereby, or change Section 8.03, in each case without the written consent of each Lender;
(ivf) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected therebyLender;
(vg) except in connection with a Disposition permitted under Section 8.05, release any Loan Party without the written consent of each Lender;
(h) release all or substantially all of the Collateral in any transaction or series of related transactions without the prior written consent of each Lender;
(i) release any Borrower or permit any Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender;
(j) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of the Required Lenders;
(k) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender directly affected therebyLender;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(viil) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or all or a material portion of the Collateral to Liens securing any other obligation Indebtedness without the written consent of each Lender directly affected therebyLender; andor
(viiim) subordinate, amend any provisions of the Intercreditor Agreement or have any Note Document which adversely impacts the effect interest of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), Lenders without the written consent of each Lender directly affected thereby;
Lender. and, provided further, that (bi) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iii) Section 10.06(g) may not be amended, howeverwaived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, thatwaiver or other modification; and (iv) the Fee Letter may be amended, notwithstanding or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except (y) that (x) the Commitments Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender Lender, and (yz) any waiver, amendment or modification requiring the consent of all Lenders or each Lender directly and adversely affected Lender thereby that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (Allient Inc)
01Amendments, Etc. No Subject to Section 2.16(e) and Section 3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ive) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;Lender; or
(vg) except in connection accordance with a Disposition permitted under Section 8.059.10, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected therebyLender; and
, provided further, that (viiii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) the Fee Letter may be amended, howeveror rights or privileges ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (Aar Corp)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Note Document, and no consent to any departure by the Borrower Issuer or any other Loan Note Party therefrom, shall be effective unless in writing signed by (i) the Required Lenders Purchasers (or the Agent at the written direction of the Required Purchasers) and (ii) the Borrower Issuer or the applicable Loan Note Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender)[reserved];
(ii) postpone any date fixed by this Agreement or any other Loan Note Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders Purchasers (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Note Document without the written consent of each Lender Purchaser entitled to receive such payment or whose Commitments are to be reducedpayment;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any LoanNote, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Note Document without the written consent of each Lender Purchaser entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, only the consent of the Required Lenders Purchasers shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Issuer to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or 12.01(a), Section 2.14, the definition of “Required LendersPurchasers,” change the waterfall set forth in Section 9.03 or otherwise or have the effect of changing the priority or pro rata treatment of any payments (including voluntary and mandatory prepayments), Liens or proceeds of Collateral (including as a result in whole or in part of allowing the issuance or incurrence, pursuant to this Agreement or otherwise, of new loans or other Indebtedness having any priority over any of the Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Obligations or otherwise), in each case, without the written consent of each Lender Purchaser directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender Purchaser directly affected thereby, except to the extent the release of the Collateral is expressly permitted by Section 12.21;
(vi) release the Borrower Issuer or, except in connection with a merger merger, amalgamation or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.058.04, all or substantially all of the value of the Guaranty Guarantors without the written consent of each Lender Purchaser directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 12.21 (in which case such release may be made by the Administrative Agent acting aloneRequired Purchasers); ;
(vii) subordinateadvance the date fixed for, or have the effect increase, any scheduled installment of subordinating, the Obligations hereunder principal due to any other Indebtedness or other obligation without of the written consent of Purchasers under any Note Document, in each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)case, without the written consent of each Lender Purchaser directly affected thereby;; it being agreed that all Purchasers shall be deemed to be directly and adversely affected by an amendment, waiver or supplement described in the preceding clause (iv), (v), (vi) or (vii); and
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights rights, duties, obligations or duties liabilities of the Administrative Agent under this Agreement or any other Loan Note Document; provided;
(c) any amendment or waiver pursuant to Section 12.01(a) shall apply equally to all holders of the Notes and shall be binding upon them, howeverupon each future holder of the Notes and upon the Note Parties, thatand shall amend the Notes, in each case whether or not a notation thereof shall have been placed on any such Note. Any such waiver shall be effective only in the specific instance and for the purpose for which given;
(d) notwithstanding anything any other provision contained in this Section 12.01 or elsewhere in this Agreement to the contrary hereincontrary, (i) no Defaulting Lender Notes which at any time are held by the Issuer or by any of its Affiliates, in each case, shall have not be deemed outstanding for purposes of any vote, consent, approval, waiver or other action required or permitted to be taken by the holders of Notes or by any of them, under the provisions of this Section 12.01 or Section 9.02 of this Agreement, and none of the Issuer and any of its Affiliates shall be entitled to exercise any right as a Purchaser or holder of Notes with respect to approve any such vote, consent, approval or disapprove waiver or to take or participate in taking any such action at any time.
(e) so long as any Notes remain outstanding, none of the Issuer and any of its Affiliates will solicit or request any proposed consent with respect to, or waiver or amendment of, any of the provisions of this Agreement or the other Note Documents unless each holder of Notes (irrespective of the amount of Notes then owned by it), prior to the deadline for executing and delivering any such consent, waiver or amendment, shall be informed thereof by the Issuer and shall be afforded the opportunity of considering the same and shall be supplied by the Issuer with sufficient time and information to enable it to make an informed decision with respect thereto. None of the Issuer and any of its Affiliates will, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any Purchaser as consideration for or as an inducement to the entering into by any Purchaser of any amendment, waiver or consent hereunder (with respect to any of the terms and any provisions of this Agreement or the other Note Documents, unless such remuneration is concurrently offered, on the same terms, ratably to all of holders of Notes which agree to such amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lendersconsent. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Note Purchase Agreement (Tailwind Two Acquisition Corp.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), which may be postponed or waived by the Required Lenders) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the any Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ive) change Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected therebyLender;
(vg) except in connection with a Disposition permitted under Section 8.05, release any Loan Party without the written consent of each Lender;
(h) release all or substantially all of the Collateral in any transaction or series of related transactions without the prior written consent of each Lender;
(i) release any Borrower or permit any Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender;
(j) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; or
(k) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected therebyLender; and
, provided further, that (viiii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iii) Section 10.06(g) may not be amended, howeverwaived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, thatwaiver or other modification; and (iv) the Fee Letter may be amended, notwithstanding or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except (y) that (x) the Commitments Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender Lender, and (yz) any waiver, amendment or modification requiring the consent of all Lenders or each Lender directly and adversely affected Lender thereby that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than with respect to any amendment, waiver or modification contemplated in clause (g) below) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, further, that:
(a) no such amendment, waiver or consent shall:
: (ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of each Lender holding such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default Default, mandatory prepayment or a mandatory reduction in of any Commitments is shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
; (iib) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 (excluding mandatory prepaymentsother than pursuant to Section 2.08(b), interest, repayment premiums, fees (including exit fees) or other amounts due to postpone any date for the Lenders (or any payment of them) or any scheduled or mandatory reduction of the Commitments fees hereunder or under any other Loan Document without the written consent of each Lender entitled directly affected thereby, it being understood that the waiver of (or amendment to receive such the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or whose Commitments are interest and it further being understood that any change to be reduced;
the definition of “Consolidated First Lien Net Leverage Ratio,” “Consolidated Fixed Charge Coverage Ratio,” “Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest; (iiic) reduce or forgive the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document (or extend the timing of payments of such fees or other amounts) without the written consent of each Lender entitled directly affected thereby, it being understood that any change to receive such payment the definition of principal“Consolidated First Lien Net Leverage Ratio,” “Consolidated Fixed Charge Coverage Ratio,” “Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component definitions thereof shall not constitute a reduction in any rate of interest, fees or other amounts; provided, however, that, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
; (ivd) change any provision of this Section 11.01(a) 10.01 or the definition of “Supermajority Lenders,” “Required Lenders,” without “Required Facility Lenders,” “Required Class Lenders” or any other provision specifying the written consent number of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all Lenders or substantially all portion of the Collateral without Loans or Commitments required to take any action under the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger Loan Documents or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)8.03, without the written consent of each Lender directly affected thereby;
thereby (b) unless also signed it being understood that each Lender shall be directly and adversely affected by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything a change to the contrary herein, “Required Lenders,” “Supermajority Lenders,” or “Pro Rata Share” definitions); (ie) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)in connection with a transaction permitted under Section 7.04 or Section 7.05, except that (x) the Commitments of any Defaulting Lender may not be increased release all or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on substantially all of the Lenders. Notwithstanding Collateral in any provision herein to transaction or series of related transactions, without the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).written consent of each Lender; -165-
Appears in 1 contract
Sources: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)
01Amendments, Etc. No (a) Subject to Section 3.03(c) and Section 11.01(d), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall::
(i) waive any condition set forth in Section 4.01 or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(ii) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iiiii) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other such Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced(ii) any scheduled reduction of any Facility under any Loan Document without the written consent of each Appropriate Lender;
(iiiiv) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or (subject to clause (iii) of the first proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(ivv) change (i) Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(vi) change (i) any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or “Required Class Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
or (vii) except in connection with a Disposition permitted under Section 8.05, release all the definitions of “Required Revolving Lenders” or substantially all of “Required Term Lenders” as each relates to the Collateral related Facility (or the constituent definition therein relating to such Facility) without the written consent of each Lender directly affected therebyunder such Facility;
(vivii) [reserved];
(viii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viiix) subordinate, release the Borrower or have permit the effect Borrower to assign or transfer any of subordinating, its rights or obligations under any Loan Document without the Obligations hereunder to consent of each Lender; or
(x) directly and materially adversely affect the rights of Lenders holding Commitments or Loans of one Class differently from the rights of Lenders holding Commitments or Loans of any other Indebtedness or other obligation Class without the written consent of each Lender directly affected therebythe applicable Required Class Lenders; and
and provided, further, that (viiiA) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (B) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto.
(b) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (ii) each Lender is entitled to vote as such Lender ▇▇▇▇▇▇ sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. .
(c) Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
(d) Notwithstanding any provision herein to the contrary, (A) if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of any Loan Document (including the schedules and (B) exhibits thereto), then the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherthat, that:
(a) no such amendment, waiver or consent shall:
(ia) extend or increase the any Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension of or increase in Commitments any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to any Lender hereunder or under such other Loan Document without the Lenders written consent of such Lender entitled to such payment;
(c) reduce the principal of, or the rate of interest specified herein on, any of themLoan or L/C Disbursement, or (subject to clause (iv) or any scheduled or mandatory reduction of the Commitments final proviso to this Section 11.01) any fees or other amounts payable to any Lender hereunder or under any other Loan Document without the written consent of each such Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, only the consent of the Required Lenders shall be necessary to amend (i) the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate, or (ii) any financial covenant hereunder (or any defined term used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder, or (iii) the Consolidated Leverage Ratio (or any defined term used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder;
(ivd) change Section 2.12(f), Section 2.13, Section 8.03 or any other provision hereof relating to the pro rata sharing of payments among the Lenders in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender that is directly and adversely affected thereby;
(e) change (i) any provision of this Section 11.01(a) 11.01, or the definition of “Required Lenders,” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder or without the written consent of each Lender, or (ii) the definition of “Required Revolving Lenders” without the written consent of each Lender directly affected therebyRevolving Lender;
(vf) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender directly affected thereby;Lender; 13743030v113743030v2
(vig) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viii) subordinate, or have enter into any amendment, waiver or consent having the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
obligation, (viiiii) subordinate, or have enter into any amendment, waiver or consent having the effect of subordinating, the Liens securing the Secured Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)each case, without the written consent of each Lender directly affected thereby;Lender; or
(bi) unless also signed by release the Administrative AgentBorrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the written consent of each Lender; provided, further, that, notwithstanding anything herein to the contrary: (i) no amendment, waiver or consent shall shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iv) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding anything to in a writing executed only by the contrary herein, parties thereto; (iv) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments any Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender Lender, and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iivi) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and herein; (iiivii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding ; (viii) in order to implement any provision herein Incremental Facility in accordance with Section 2.02(g), this Agreement and any other Loan Document may be amended as set forth in Section 2.02(g); (ix) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrower, the other Loan Parties and the relevant lenders providing such additional credit facilities to add one or more additional credit facilities to this Agreement, to permit the contraryextensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Incremental Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; (x) if following the Closing Date, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) shall have jointly identified an inconsistency, obvious error or omission, in each case, of a technical or immaterial nature, in any provision of the Loan Documents, then the Administrative Agent and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other 13743030v113743030v2 party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof; (xi) this Agreement may be amended (or amended and restated) without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment (or such amendment and restatement), such Lender shall no longer be a party to this Agreement (as so amended (or amended and restated)), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligations hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents; (xii) this Agreement or any other Loan Document may be amended as set forth in Section 3.03, including in order to implement any Successor Rate and any Conforming Changes in connection therewith; (xiii) the L/C Commitment of any L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower and notified to the Administrative Agent; and (xiv) the Administrative Agent will have the right to make Conforming Changes from time to time and any amendments contemplated by Section 2.14(d)implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document, so long as, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Sources: Credit Agreement (AeroVironment Inc)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) in the case of the initial Credit Extension, waive any condition set forth in Section 4.01 (other than Section 4.01(c)(i)) without the written consent of each Lender;
(b) [reserved];
(c) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iid) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each such Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iiie) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, provided that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or and (ii) to waive any obligation of the Borrower to pay interest on the Loans at the Default Rate;
(ivf) change (i) Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (ii) the order of application of any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.05(b) in any manner that materially and adversely affects the Lenders without the written consent of the Required Lenders;
(g) change any provision of this Section 11.01(aor reduce the percentages specified in (or alter the method of calculation thereof) or the definition of any of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(vh) except as set forth in connection with a Disposition permitted under Section 8.059.11, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected therebyLender;
(vii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viij) subordinate, or have the effect of subordinating, subordinate the Obligations hereunder in right of payment or subordinate the Liens on the Collateral, in each case, to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens any Lien securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)Indebtedness, without the written consent of each Lender directly affected thereby;Lender; or
(bk) unless also signed by impose any greater restriction on the Administrative Agentability of any Lender under the Term Facility to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; and provided, further, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedDocument and (ii) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which that by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) this Agreement may be amended to extend the Maturity Date of the Term Facility with respect to Lenders that agree to such extension with respect to their Term Loans with the written consent of each such approving Lender, the Administrative Agent and the Borrower (and no other Lender) and, in connection therewith and pursuant to a written offer from the Borrower to extend such Maturity Date may make amendments contemplated by Section 3.05 provide for different rates of interest and fees under the Term Facility with respect to the portion thereof the with a Maturity Date so extended and may provide for other covenants and terms that apply solely to any period after the latest stated maturity date (including, without limitation, the Maturity Date) existing on the effective date of such amendment; provided that in each such case, (x) no Lender shall be obligated to participate in any such extension and (By) any such proposed extension of the Maturity Date with respect to the Term Facility shall have been offered to each Lender with Loans or Commitments under the Term Facility proposed to be extended, and if the consents of such Lenders exceed the portion of Commitments and Loans the Borrower wishes to extend, such consents shall be accepted on a pro rata basis among the applicable consenting Lenders; provided that any such offer may, at the Borrower’s option, be made to the Lenders in respect of any tranche or tranches of Term Loans without being made to any other tranche of Term Loans, as the case may be. In connection with any extensions effected pursuant to this paragraph, the Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to such extension (including any actions requested in connection with any existing Mortgages or any title policies related thereto). Notwithstanding anything to the contrary contained in this Section 10.01, (x) Collateral Documents (including any additional Collateral Documents executed pursuant to Section 6.12 after the Closing Date) and related documents executed by the Loan Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Collateral Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders may make amendments contemplated by Section 2.14(d)within five (5) Business Days following receipt of notice thereof.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Nn Inc)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall::
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iib) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iiic) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanUnreimbursed Amounts under Letters of Credit, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate and (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ivd) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) release all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.09 or the provisions of the Guaranty (in which case such release may be made by the Agent acting alone);
(f) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly and adversely affected thereby;; or
(vg) except in connection with a Disposition permitted any debtor-in-possession financing under Section 8.05, release all or substantially all the Bankruptcy Code of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower orUnited States, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have enter into any amendment, waiver or consent having the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation Debt without the written consent of each Lender Lender, directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly and adversely affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (Matson, Inc.)
01Amendments, Etc. No (a) Except as provided in Section 11.01(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);; or
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;directly affected thereby; or
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; or
(iv) (A) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing or application of payments required thereby without the written consent of each Lender directly and adversely affected thereby; or
(v) contractually subordinate in right of payment of the Obligations or Liens granted to the Administrative Agent in the Collateral securing the Obligations, in each case, to the obligations of any other Indebtedness for borrowed money without the written consent of each Lender directly and adversely affected thereby, except to any “debtor in-possession” facility; or
(vi) change any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly or adversely affected thereby;; or
(vvii) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected therebywhose Obligations are secured by such Collateral;
(viviii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viiix) subordinate, release the Borrower or have permit the effect Borrower to assign or transfer any of subordinating, its rights or obligations under this Agreement or the Obligations hereunder to any other Indebtedness or other obligation Loan Documents without the written consent of each Lender directly affected thereby; and
provided, further, that (viiiA) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding .
(b) Notwithstanding anything to the contrary herein, ,
(i) (A) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender Lender, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iiB) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iiiC) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding .
(ii) this Agreement may be amended and restated without the consent of any provision herein to Lender (but with the contrary, (A) consent of the Borrower and the Administrative Agent Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Borrower may make amendments contemplated by Section 3.05 Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and (B) the Administrative Agent shall have been paid in full all principal, interest and the Required Lenders may make amendments contemplated by Section 2.14(d).other amounts owing to it or accrued for its account under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Enfusion, Inc.)
01Amendments, Etc. No (a) Subject to Sections 3.03(b) and the last paragraph of this Section 11.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) extend or increase the Revolving Commitment of a any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (D) of the second proviso to this Section 11.01(a)) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(iv) change any provision (i) Section 8.03 or Section 2.13 in a manner that would have the effect of this Section 11.01(a) altering the ratable reduction of Revolving Commitments, pro rata payments or the definition pro rata sharing of “Required Lenders” payments required hereunder without the written consent of each Lender directly affected thereby;
Lender, (vii) except Section 2.12(f) in connection with a Disposition permitted under Section 8.05, release all or substantially all of manner that would alter the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty pro rata application required thereby without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(viiiii) or subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
obligation, or (viiiiv) or subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens any Lien securing any other Indebtedness or other obligationobligations (except as expressly permitted by Section 9.10, as in effect on the Closing Date), in each case, without the written consent of each Lender; CHAR1\▇▇▇▇▇▇▇▇▇
(v) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(vi) release, or have the effect of releasing, all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(vii) release, or have the effect of releasing, all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the subordination release of any such Liens Subsidiary from the Guaranty is permitted pursuant to Section 10.09(b) 9.10 (in which case such subordination release may be made by the Administrative Agent acting alone), ; or
(viii) release the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the written consent of each Lender directly affected thereby;
Lender; provided, further, that (bA) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (D) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto.
(b) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender Lender, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender Lender, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. .
(c) Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Revolving Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other CHAR1\▇▇▇▇▇▇▇▇▇ obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
(d) Notwithstanding any provision herein to the contrary, (A) if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and (B) exhibits thereto), then the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party Company therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, Company and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) interest or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or (subject to clause (iii) of the penultimate proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Company to pay interest at the Default Rate;
(ive) change Section 8.03 or any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby; or
(f) change any provision of this Section 11.01(a) 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected therebyLender; and
(viii) subordinate, provided further, that no amendment, waiver or have the effect of subordinatingconsent shall, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (unless in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also writing and signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, howeverfurther, thatthe Administrative Agent may, notwithstanding with the consent of the Company only, amend, modify or supplement this Agreement and any related documents executed by the Company to cure any ambiguity, omission, defect or inconsistency, in each case, of a technical or immaterial nature so long as (x) such amendment, modification or supplement does not directly adversely affect any right of any Agent or Lender, and (y) the Required Lenders shall not have objected in writing within five (5) Business Days of such amendment. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; 143 DB3/ 201344542.8
(b) extend or increase the WC Commitment or the Revolver Commitment of a any Lender (or reinstate any WC Commitment or Revolver Commitment, as the case may be, terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “"Default Rate” " or to waive any obligation of the any Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ive) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) amend the definition of "Alternative Currency" without the written consent of each Lender;
(g) change any provision of this Section 11.01(a) or the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby;Lender; or
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vih) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viii) subordinate, release the Administrative Agent's Lien on all or have substantially all of the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation Collateral without the written consent of each Lender directly affected thereby; andLender;
(viiij) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing modify any other Indebtedness advance rates or other obligation, except to criteria set forth in the extent definition of Borrowing Base or any definition of the subordination component parts of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), Borrowing Base without the written consent of each Lender directly affected thereby;the Supermajority Lenders, or change the definition of "Supermajority Lenders" without the consent of the Supermajority Lenders as such term is defined immediately prior to any such amendment to such definition; or
(bk) unless also signed by amend, modify or waive any provisions of this Agreement or any other Loan Document affecting the Administrative Agentrights or duties of the Alternative Currency Fronting Lender (including, without limitation, the Alternative Currency Sublimit) without the written consent of the Alternative Currency Fronting Lender; 144 DB3/ 201344542.8 and, provided further, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) the Fee Letters may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower may make amendments contemplated by Borrowers (i) to add one or more additional revolving credit or term loan facilities to this Agreement, in each case subject to the limitations in Section 3.05 2.15, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (Bii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders may make amendments contemplated or by Section 2.14(d)any other number, percentage or class of Lenders hereunder.
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that in addition to the foregoing requirements no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or (c)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be;
(c) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iid) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (ii) any scheduled or mandatory reduction of the Commitments any Facility hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedAppropriate Lender;
(iiie) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ivi) without the prior written consent of each Lender directly, adversely affected thereby (A) modify Sections 8.03, 2.12(e) or 2.13 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments otherwise required hereunder, (B) subordinate, or have the effect of subordinating, the Secured Obligations hereunder to any other Indebtedness and (C) except as provided in Section 9.10, subordinate, or have the effect of subordinating, the Liens securing the Secured Obligations -132- to Liens securing any other Indebtedness or other obligation; provided that, in the case of the preceding subclauses (B) and (C), only those Lenders that are directly and adversely affected thereby (without giving effect to this proviso) that have not been offered an opportunity to fund their pro rata share (based on the amount of Obligations that are adversely affected thereby held by each such Lender and calculated immediately prior to any applicable amendment or priming Indebtedness) of the priming Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction) as are offered to all other providers of the priming Indebtedness shall be deemed to be directly and adversely affected by such amendment, waiver or consent; (ii) modify the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(c), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the Term Facility, the Required Term Lenders and (y) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(g) change (i) any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender directly affected therebyor (ii) the definition of “Required Revolving Lenders” or “Required Term Lenders,” without the written consent of each Lender under the applicable Facility;
(vh) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected therebyLender;
(vii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Restricted Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(viij) subordinate, impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or have the effect of subordinating, the Obligations obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viiii) subordinate, or have if such Facility is the effect of subordinatingTerm Facility, the Liens securing Required Term Lenders and (iii) if such Facility is the Obligations to Liens securing any other Indebtedness or other obligationRevolving Credit Facility, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(bRequired Revolving Lenders; and provided, further, that (i) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the affected L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) eachthe Agent Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the -133- applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
01Amendments, Etc. No (a) Subject to Section 3.03(c) and Section 11.01(d), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall::
(i) waive any condition set forth in Section 4.01 or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(ii) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iiiii) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other such Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced(ii) any scheduled reduction of any Facility under any Loan Document without the written consent of each Appropriate Lender;
(iiiiv) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or (subject to clause (iii) of the first proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(ivv) change (i) Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(vi) change (i) any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or “Required Class Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
or (vii) except in connection with a Disposition permitted under Section 8.05, release all the definitions of “Required Revolving Lenders” or substantially all of “Required Term Lenders” as each relates to the Collateral related Facility (or the constituent definition therein relating to such Facility) without the written consent of each Lender directly affected therebyunder such Facility;
(vivii) [reserved];
(viii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viiix) subordinate, release the Borrower or have permit the effect Borrower to assign or transfer any of subordinating, its rights or obligations under any Loan Document without the Obligations hereunder to consent of each Lender; or
(x) directly and materially adversely affect the rights of Lenders holding Commitments or Loans of one Class differently from the rights of Lenders holding Commitments or Loans of any other Indebtedness or other obligation Class without the written consent of each Lender directly affected therebythe applicable Required Class Lenders; and
and provided, further, that (viiiA) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (B) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto.
(b) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (ii) each Lender is entitled to vote as such Lender ▇▇▇▇▇▇ sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. .
(c) Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
(d) Notwithstanding any provision herein to the contrary, (A) if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of any Loan Document (including the schedules and (B) exhibits thereto), then the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);;
(iib) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iiic) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanUnreimbursed Amounts under Letters of Credit, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate and (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ivd) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) release all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.09 or the provisions of the Guaranty (in which case such release may be made by the Agent acting alone); or
(f) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly and adversely affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (Matson, Inc.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone); ;
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No (a) Subject to Section 3.03(c) and Section 11.01(d), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) waive any condition set forth in Section 4.01 or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(ii) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iiiii) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other such Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced(ii) any scheduled reduction of any Facility under any Loan Document without the written consent of each Appropriate Lender;
(iiiiv) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or (subject to clause (iii) of the first proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(ivv) change (i) Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(vi) change (i) any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or “Required Class Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
or (vii) except in connection with a Disposition permitted under Section 8.05, release all the definitions of “Required Revolving Lenders” or substantially all of “Required Term Lenders” as each relates to the Collateral related Facility (or the constituent definition therein relating to such Facility) without the written consent of each Lender directly affected therebyunder such Facility;
(vivii) [reserved];
(viii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viiix) subordinate, release the Borrower or have permit the effect Borrower to assign or transfer any of subordinating, its rights or obligations under any Loan Document without the Obligations hereunder to consent of each Lender; or
(x) directly and materially adversely affect the rights of Lenders holding Commitments or Loans of one Class differently from the rights of Lenders holding Commitments or Loans of any other Indebtedness or other obligation Class without the written consent of each Lender directly affected therebythe applicable Required Class Lenders; and
and provided, further, that (viiiA) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (B) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto.
(b) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (ii) each Lender is entitled to vote as such Lender ▇▇▇▇▇▇ sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. .
(c) Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
(d) Notwithstanding any provision herein to the contrary, (A) if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of any Loan Document (including the schedules and (B) exhibits thereto), then the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
01Amendments, Etc. No Subject to Section 3.03, and except as provided in clauses (a) through (n) below or otherwise expressly provided in any other provision of this Agreement (including, without limitation, Section 2.22) or any other Loan Document, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Company or any other Loan Obligated Party or Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Company or the applicable Loan PartyObligated Party or Guarantor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required L/C Lenders, the Required Floor Plan Lenders or the Required Revolving Credit Lenders, as applicable with respect to such Facility;
(c) extend or increase the any Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iid) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (ii) any scheduled or mandatory reduction of the Commitments any Facility hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedAppropriate Lender;
(iiie) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or L/C Borrowing or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(ivf) change any provision (i) Sections 2.17, 2.18 or 8.03 in a manner that would alter the pro rata sharing of this Section 11.01(a) or the definition of “Required Lenders” payments required thereby without the written consent of each Lender directly affected therebythereby or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.10(e) or 2.17, respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the Floor Plan Facility, the Required Floor Plan Lenders, (y) if such Facility is the Letter of Credit Facility, the Required L/C Lenders, and (z) if such Facility is the Revolving Credit Facility, the Required Revolving Credit Lenders;
(vg) except change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in connection with a Disposition permitted clause (ii) of this Section 10.01(g)), without the written consent of each Lender or (ii) the definition of “Required L/C Lenders”, “Required Floor Plan Lenders” or “Required Revolving Credit Lenders”, without the written consent of each Lender under the applicable Facility;
(h) increase any of the advance rates for Floor Plan Loans set forth in Section 8.052.02(b) without the written consent of each Lender;
(i) change the definition of Revolving Credit Borrowing Base, or any definition that would change the meaning of the definition of Revolving Credit Borrowing Base without the written consent of each Revolving Credit Lender;
(j) increase the maximum amount of the FLAIR Reduction set forth in Section 2.04(c) without the written consent of each Lender;
(k) reduce or postpone the amount or frequency of the curtailment payments required to be made by Section 2.09 without the written consent of each Lender;
(l) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected therebyLender;
(vim) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, subordinate, or have the effect of subordinating, the Obligations hereunder to any other Debt or other obligation, subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Debt or other obligation, or authorize any Facility Subordination Agreement, without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor Subsidiary (or any Subsidiary of FRI) from the Guaranty is permitted pursuant to Section 10.09 9.09 (in which case such release may be made by the Administrative Agent acting alone); or
(viin) subordinate, impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or have the effect of subordinating, the Obligations obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viiii) subordinate, or have if such Facility is the effect of subordinating Floor Plan Facility, the Liens securing Required Floor Plan Lenders, (ii) if such Facility is the Obligations to Liens securing any other Indebtedness or other obligationLetter of Credit Facility, except to the extent L/C Lenders, and (iii) if such Facility is the subordination of any such Liens is permitted pursuant to Section 10.09(bRevolving Credit Facility, the Required Revolving Credit Lenders; and provided, further, that (i) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iii) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, (ii) waiver, consent or release with respect to any Loan Document that requires the consent of each Lender is entitled to vote and that has been approved by the Required Lenders, the Company may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) a result of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments assignment contemplated by such Section 3.05 and (B) together with all other such assignments required by the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(dCompany to be made pursuant to this paragraph).
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guarantors without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the a Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01, without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be;
(c) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iid) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iiie) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the a Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ivf) change any provision (i) Section 8.03 in a manner that would alter the pro rata sharing of this payments required thereby without the written consent of each Lender or (ii) Section 11.01(a2.12(f) or in a manner that would alter the definition of “Required Lenders” pro rata application required thereby without the written consent of each Lender directly affected thereby;
(vg) except in connection with a Disposition permitted under change (i) any provision of this Section 8.0511.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, release all waive or substantially all of the Collateral otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected therebyLender;
(vih) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(viii) subordinate, release a Borrower or have permit a Borrower to assign or transfer any of its rights or obligations under this Agreement or the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation Loan Documents without the written consent of each Lender directly affected therebyLender; and
and provided, further, that (viiii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) the Autoborrow Agreement and any fee letters executed in connection therewith may be amended, howeveror rights or privileges thereunder waived, thatin a writing executed only by the parties thereto; and (v) the Fee Letter each may be amended, notwithstanding or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (iA) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x1) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iiB) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iiiC) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein anything to the contrary, (A) contrary herein the Administrative Agent may, (a) with the prior written consent of the Borrowers only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency or to join additional Persons as Loan Parties and (b) in the Borrower event of an increase in the Revolving Credit Facility in accordance with the provisions of Section 2.16, enter into amendments to this Agreement and all other Loan Documents to provide for such increase in the Revolving Facility, on the terms set forth in Section 2.16. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may make amendments replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 3.05 and (B) together with all other such assignments required by the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(dBorrowers to be made pursuant to this paragraph).
Appears in 1 contract
Sources: Credit Agreement (Chase Corp)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) no such amendmentwaive any condition set forth in Section 4.01 or, waiver or in the case of the initial Credit Extension, Section 4.02, without the written consent shall:of each Lender;
(ib) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);;
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other 106 amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;payment;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv)(v) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of the Borrowing Base (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;;
(ive) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;Lender;
(vg) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected thereby;Lender;
(vih) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Joint Administrative Agent acting alone);
(viii) subordinate, release the Borrower or have permit the effect Borrower to assign or transfer any of subordinating, its rights or obligations under this Agreement or the Obligations other Loan Documents without the consent of each Lender;
(j) impose any greater restriction on the ability of any Lender under the Revolving Facility to assign any of its rights or obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected therebythe Required Lenders; and
and provided, further, that (viiii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Joint Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Joint Administrative Agent under this Agreement or any other Loan Document; provided(iv) the Autoborrow Agreement and any fee letters executed in connection therewith may be amended, howeveror rights or privileges thereunder waived, thatin a writing executed only by the parties thereto and (v) the Fee Letter may be amended, notwithstanding or rights or privileges thereunder 107 waived, in a writing executed only by the parties thereto and (vi) the term L/C Commitment may be amended pursuant to a fully executed (and delivered to the Joint Administrative Agent) Notice of Additional L/C Issuer. Notwithstanding anything to the contrary herein, (iA) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under the Revolving Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x1) the Commitments Commitment of any Defaulting Lender may not be increased or extended nor any principal or interest on any revolving loan is reduced or waived without the consent of such Lender and (y2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under the Revolving Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iiB) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iiiC) the Required Lenders shall determine whether or not to allow a Loan Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein anything to the contrary, (A) contrary herein the Joint Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may make amendments replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 3.05 and (B) together with all other such assignments required by the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(dBorrower to be made pursuant to this paragraph)..
Appears in 1 contract
Sources: Credit Agreement (Green Plains Inc.)
01Amendments, Etc. No Subject to Section 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Agent, with the consent of the Required Lenders Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) extend or increase the Revolving Loan Commitment of a any Lender (or reinstate any Revolving Loan Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) as to any Lender, postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including the Maturity Date) of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (such Lender hereunder or under any of themthe other Loan Documents without the written consent of such Lender, or (ii) or any scheduled or mandatory reduction or termination of the Revolving Loan Commitments hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;Lender;
(iii) as to any Lender, reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing held by such Lender, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without to or for the written consent account of each Lender entitled to receive such payment of principal, interest, fees or other amountsLender; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(iv) as to any Lender, change Section 2.13 or Section 8.03 in a manner that would alter the order of payments or the pro rata sharing of payments required thereby without the written consent of such Lender;
(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or thereunder, without the written consent of each Lender directly affected therebyLender;
(vvi) except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the written consent of each Lender;
(vii) except for Permitted Dispositions or as provided in connection with a Disposition permitted under Section 8.059.10, release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent of each Lender directly affected therebyLender;
(viviii) release change the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all definition of the value of term “Revolving Borrowing Base” or any component definition thereof if as a result thereof the Guaranty amounts available to be borrowed by the Borrowers would be increased without the written consent of each Lender directly affected therebyLender, provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any Reserves;
(ix) modify the definition of Permitted Overadvance so as to increase the amount thereof or, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (as otherwise provided in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinatingdefinition, the Obligations hereunder to any other Indebtedness or other obligation time period for which a Permitted Overadvance may remain outstanding without the written consent of each Lender directly affected therebyLender; and
(viiix) subordinateexcept as expressly permitted herein or in any other Loan Document, subordinate the Obligations hereunder or have the effect of subordinating, the Liens securing granted hereunder or under the Obligations other Loan Documents, to Liens securing any other Indebtedness or other obligationLien, except to as the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
Lender; and, provided further, that (bi) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Administrative L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of any Agent under this Agreement or any other Loan Document; providedand (iv) each Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (iA) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Applicable Lenders other than Defaulting Lenders), except that (x1) the Commitments Revolving Loan Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein ; and (iiiB) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (Lumber Liquidators Holdings, Inc.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No Subject to Section 2.15 and Section 3.03 and to the provisions of this Section 11.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that in addition to the foregoing requirements no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or (c)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders, the Required Term Loan Lenders or the Required Delayed Draw Term Loan Lenders, as the case may be;
(c) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iid) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (ii) any scheduled or mandatory reduction of the Commitments any Facility hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedAppropriate Lender;
(iiie) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ivi) without the prior written consent of each Lender directly, adversely affected thereby (A) modify (1) Sections 8.03, 2.12(e) or 2.13 or (2) any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments otherwise required hereunder, (B) subordinate, or have the effect of subordinating, the Secured Obligations hereunder to any other Indebtedness and (C) except as provided in Section 9.10, subordinate, or have the effect of subordinating, the Liens securing the Secured Obligations to Liens securing any other Indebtedness or other obligation; provided that, in the case of the preceding subclauses (B) and (C), only those Lenders that are directly and adversely affected thereby (without giving effect to this proviso) that have not been offered an opportunity to fund their pro rata share (based on the amount of Obligations that are adversely affected thereby held by each such Lender and calculated immediately prior to any applicable amendment or priming Indebtedness) of the priming Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction) as are offered to all other providers of the priming Indebtedness shall be deemed to be directly and adversely affected by such amendment, waiver or consent; (ii) modify the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(c), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the Term Loan Facility, the Required Term Loan Lenders, (y) if such Facility is the Delayed Draw Term Loan Facility, the Required Delayed Draw Term Loan Lenders and (z) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(g) change (i) any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Term Loan Lenders” or “Required Delayed Draw Term Loan Lenders” without the written consent of each Lender directly affected therebyunder the applicable Facility;
(vh) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected therebyLender;
(vii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Restricted Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(viij) subordinate, impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or have the effect of subordinating, the Obligations obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viiii) subordinate, or have if such Facility is the effect of subordinatingTerm Loan Facility, the Liens securing Required Term Loan Lenders, (ii) if such Facility is the Obligations to Liens securing any other Indebtedness or other obligationDelayed Draw Term Loan Facility, except to the extent Required Delayed Draw Term Loan Lenders, and (iii) if such Facility is the subordination of any such Liens is permitted pursuant to Section 10.09(bRevolving Credit Facility, the Required Revolving Lenders; and provided, further, that (i) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the affected L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iv) the Agent Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto and (v) the term “L/C Commitment” may be amended pursuant to a fully executed (and delivered to the Administrative Agent) Notice of Additional L/C Issuer. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects affect the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on an all of the Lenders. Notwithstanding any provision herein anything to the contrarycontrary herein, this Agreement may be amended and restated without the consent of any Lender (Abut with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Notwithstanding anything to the contrary herein, if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and (B) exhibits thereto), then the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower shall be permitted to amend, modify or supplement such provisions to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) no such amendment, waiver or consent shall::
(i) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of (or amendment of the terms of) any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is shall not considered constitute an extension or increase in Commitments of any Lender);;
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(iv) change Section 8.03 in a manner that would alter the order or pro rata sharing of payments required thereby without the written consent of each Lender;
(ivv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without or any other provision of any Loan Document specifying the written number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05hereunder, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger with a merger, consolidation or consolidation other transaction permitted under Section 8.04 7.04 or a Disposition permitted under Section 8.057.05, release all or substantially all of the value Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected thereby;
(vii) except in connection with a merger, consolidation or other fundamental change permitted under Section 7.04 or a Disposition permitted under Section 7.05, release all or substantially all of the Guaranty Guaranties, without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; andor
(viii) subordinate, release the Borrower or have permit the effect Borrower to assign or transfer any of subordinating, its rights or obligations under this Agreement or the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), Loan Documents without the written consent of each Lender directly affected therebyLender;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(c) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; and
(d) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; . and provided, howeverfurther, thatthat the Fee Letter may be amended, notwithstanding or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (iA) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x1) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iiB) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iiiC) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral Cash Collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything to the contrary herein, (x) the Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency, and (y) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the applicable Lenders, the Administrative Agent and the Borrower to add one or more additional revolving facilities to this Agreement, in each case subject to the limitations in Section 2.02(f) and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (Aor on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder. Notwithstanding anything to the contrary herein, the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).3.03.
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
: waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Sections 4.01(a) (iiii), (iv) or (ix) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date; extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) ; postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) directly affected thereby; reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principalDocument, interest, fees or other amounts; provided, however, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
provided, however, that only the consent of the Required Lenders shall be necessary (viiii) subordinate, to amend the definition of "Default Rate" or have to waive any obligation of Borrower to pay interest or L/C Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of subordinating, such amendment would be to reduce the Liens securing rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; change Section 2.13 or Section 8.03 in a manner that would alter the Obligations to Liens securing pro rata sharing of payments required thereby without the written consent of each Lender; change any provision of this Section or the definition of "Required Lenders" or any other Indebtedness provision hereof specifying the number or other obligationpercentage of Lenders required to amend, except to the extent the subordination of waive or otherwise modify any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
Lender; or release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender; and, provided further, that (bi) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Administrative L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; provided(iv) no amendment, howeverwaiver or consent shall, thatunless in writing and signed by Arranger in addition to the Lenders required above, notwithstanding affect the rights or duties of Arranger under this Agreement or any other Loan Document; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitments Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Revolving Credit Agreement (Green Mountain Coffee Roasters Inc)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherthat, that:
(a) no such amendment, waiver or consent shall:
(ia) extend or increase the any Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension of or increase in Commitments any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to any Lender hereunder or under such other Loan Document without the Lenders written consent of such Lender entitled to such payment;
(c) reduce the principal of, or the rate of interest specified herein on, any of themLoan or L/C Disbursement, or (subject to clause (iv) or any scheduled or mandatory reduction of the Commitments final proviso to this Section 11.01) any fees or other amounts payable to any Lender hereunder or under any other Loan Document without the written consent of each such Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, only the consent of the Required Lenders shall be necessary to amend (i) the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate, or (ii) any financial covenant hereunder (or any defined term used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder;
(d) change Section 2.12(f), Section 2.13, Section 8.03 or any other provision hereof relating to the pro rata sharing of payments among the Lenders in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender that is directly and adversely affected thereby;
(ive) change (i) any provision of this Section 11.01(a) 11.01, or the definition of “Required Lenders,” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder or without the written consent of each Lender, or (ii) the definition of “Required Revolving Lenders” without the written consent of each Lender directly affected therebyRevolving Lender;
(vf) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender directly affected therebyLender;
(vig) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viii) subordinate, or have enter into any amendment, waiver or consent having the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
obligation, (viiiii) subordinate, or have enter into any amendment, waiver or consent having the effect of subordinating, the Liens securing the Secured Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)each case, without the written consent of each Lender directly affected thereby;Lender; or
(bi) unless also signed by release the Administrative AgentBorrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the written consent of each Lender; provided, further, that, notwithstanding anything herein to the contrary: (i) no amendment, waiver or consent shall shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iv) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding anything to in a writing executed only by the contrary herein, parties thereto; (iv) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments any Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender Lender, and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iivi) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and herein; (iiivii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding ; (viii) in order to implement any provision herein Incremental Facility in accordance with Section 2.02(g), this Agreement and any other Loan Document may be amended as set forth in Section 2.02(g); (ix) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrower, the other Loan Parties and the relevant lenders providing such additional credit facilities to add one or more additional credit facilities to this Agreement, to permit the contraryextensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; (x) if following the Closing Date, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) shall have jointly identified an inconsistency, obvious error or omission, in each case, of a technical or immaterial nature, in any provision of the Loan Documents, then the Administrative Agent and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof; (xi) this Agreement may be amended (or amended and restated) without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment (or such amendment and restatement), such Lender shall no longer be a party to this Agreement (as so amended (or amended and restated)), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligations hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents; (xii) this Agreement or any other Loan Document may be amended as set forth in Section 3.03, including in order to implement any LIBOR Successor Rate and/or any LIBOR Successor Rate Conforming Changes; (xiii) the L/C Commitment of any L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower and notified to the Administrative Agent.; and (xiv) the Administrative Agent will have the right to make Conforming Changes from time to time and any amendments contemplated by Section 2.14(d)implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document, so long as, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Sources: Credit Agreement (AeroVironment Inc)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 (other than Section 4.01(g)), in the case of the initial Credit Extension on the Closing Date, without the written consent of each Lender;
(b) waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders or the Required Term A US Lenders, as the case may be;
(c) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iid) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iiie) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of (i) the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default RateRate or (ii) the Lenders referenced in clause (m) below shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(f) change (i) Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b), in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (A) if such Facility is the Term A US Facility, the Required Term A US Lenders, (B) if such Facility is the Term B Facility, the Required Term B Lenders and (C) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(ivg) change any provision amend (i) Section 1.06 or the definition of this “Alternative Currency” without the written consent of each Revolving Credit Lender (except as provided in Section 11.01(a1.06(d)) or (ii) Section 2.15(b) or the definition of “Approved Jurisdiction” to reduce the number or percentage of Lenders required to consent thereunder without the consent of each Lender that would otherwise be required to consent thereunder;
(h) change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(h)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders”, “Required Term A US Lenders” or “Required Term B Lenders” without the written consent of each Lender directly affected therebyunder the applicable Facility;
(vi) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions (except as expressly set forth herein during a Collateral Release Period), without the written consent of each Lender directly affected therebyLender;
(vij) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viik) subordinate, release all or have substantially all of the effect value of subordinating, the Company’s guaranty of the Obligations hereunder to owing by any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)Designated Borrower, without the written consent of each Lender directly affected therebyLender;
(l) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A US Facility, the Required Term A US Lenders, (ii) if such Facility is the Term B Facility, the Required Term B Lenders and (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; or
(m) change the provisions of Section 7.11(a) or (b) unless also signed by (or any defined term used therein or in the Administrative Agentdefinitions of such defined terms) or waive a Default with respect thereto, in each case, without the written consent of the Required Lenders (calculated without giving effect to any Term B Lenders or any Term B Loans); and provided, further, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iv) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iv) (A) any amendment contemplated by Section 2.16 may be entered into or amended, or rights and privileges thereunder waived, in a manner otherwise consistent with Section 2.16 in a writing executed only by the Company, the Administrative Agent and each Lender providing the applicable Incremental Increase (and shall not require the consent of any other Lender) and (B) any Permitted Refinancing Amendment may be entered into or amended, or rights and privileges thereunder waived, in a manner otherwise consistent with Section 2.19, in a writing executed only by the Company, the Administrative Agent and the applicable Permitted Refinancing Lenders (and shall not require the consent of any other Lender); (v) no consent of any Lender shall be required for the Administrative Agent to enter into any Acceptable Intercreditor Agreement (and the Administrative Agent is hereby instructed by the Lenders to do so at the request of the Company); (vi) no consent of any Lender shall be required in connection with an amendment hereto pursuant to Section 7.02(n) or (s); (vii) clause (a) of Section 6.11 may be amended or waived with only the consent of the Administrative Agent, the Company, and the Required Term A US Lenders in accordance with the terms thereof; (viii) clause (c) of Section 6.11 may be amended or waived with only the consent of the Administrative Agent, the Company and the Required Term B Lenders; (ix) any amendment contemplated by Section 1.06 may be entered into by the Company and the Administrative Agent (and shall not require the consent of any Lender or any other Person except to the extent expressly required by such section); (x) any amendment, modification or other supplement to the Sustainability Table may be entered into or amended in a writing executed only by the Company and the Sustainability Coordinator, each acting reasonably, and acknowledged by the Administrative Agent (acting reasonably), and shall not require the consent of any other Lender (provided that, notwithstanding if any such amendment, modification or other supplement is not in connection with the occurrence of an event as contemplated by Section 2.20(g) and is reasonably determined by the Administrative Agent and/or the Sustainability Coordinator to be material to the interests of the Lenders, the Administrative Agent and the Sustainability Coordinator may grant or withhold consent in their respective sole discretion) and (xi) any amendment to Schedule 1.01(d) in accordance with the terms of this Agreement shall not require the consent of any Lender (other than the L/C Issuer agreeing to such amendment to the extent contemplated by this Agreement) or the Administrative Agent. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, this Agreement may be amended to extend the Maturity Date of (Ax) the Revolving Credit Commitments of Revolving Credit Lenders that agree to such extension with respect to their Revolving Credit Commitments with the written consent of each such approving Revolving Credit Lender, the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 Company (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Revolving Credit Facility with respect to the portion of the Revolving Credit Commitments with a Maturity Date so extended; (By) the Term A US Facility with respect to Term A US Lenders that agree to such extension with respect to their Term A US Loans with the written consent of each such approving Term A US Lender, the Administrative Agent and the Required Company (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Term A US Facility with respect to the portion thereof with a Maturity Date so extended; and (z) the Term B Facility with respect to Term B Lenders that agree to such extension with respect to their Term B Loans with the written consent of each such approving Term B Lender, the Administrative Agent and the Company (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Term B Facility with respect to the portion thereof with a Maturity Date so extended; provided that in each such case any such proposed extension of a Maturity Date with respect to a Facility shall have been offered to each Lender with Loans or Commitments under the applicable Facility proposed to be extended, and if the consents of such Lenders exceed the portion of Commitments and Loans the Company wishes to extend, such consents shall be accepted on a pro rata basis among the applicable consenting Lenders. This paragraph shall apply to any Incremental Term Loan in the same manner as it applies to the Term A US Facility and the Term B Facility; provided that any such offer may, at the Company’s option, be made to the Lenders in respect of any tranche or tranches of Incremental Term Loans and/or any Term Facility without being made to any other tranche of Incremental Term Loans or any Term Facility, as the case may make amendments contemplated by Section 2.14(d)be.
Appears in 1 contract
Sources: Credit Agreement (Aecom)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iib) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iiic) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ivd) change any provision Section 8.03 in a manner that would alter the pro rata sharing of this Section 11.01(a) or the definition of “Required Lenders” payments required thereby without the written consent of each Lender directly affected thereby;
(ve) except in connection with a Disposition permitted under change any provision of this Section 8.0511.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(f) release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;whose obligations are secured by such Collateral; 131
(vig) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(viih) subordinate, release the Borrower or have permit the effect Borrower to assign or transfer any of subordinating, its rights or obligations under this Agreement or the Obligations hereunder to any other Indebtedness or other obligation Loan Documents without the written consent of each Lender directly affected therebyLender; and
and provided, further, that (viiii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (iA) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x1) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iiB) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iiiC) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein anything to the contrarycontrary herein, the Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency (Aa) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement, and (b) the Administrative Agent may amend or modify this Agreement and any other Loan Document to grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional property for the benefit of the Secured Parties or join additional Persons as Loan Parties. 132 If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may make amendments replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 3.05 and (B) together with all other such assignments required by the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(dBorrower to be made pursuant to this paragraph).. 133
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall::
(ia) waive any condition set forth in Section 5.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);;
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;directly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (x) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate and (y) to waive any obligation of the Borrower to pay Letter of Credit Fees at the Default Rate;
(e) change Sections 2.14 or 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(ivf) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected therebyLender;
(vg) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral any collateral without the written consent of each Lender directly affected thereby;Lender, except to the extent the release of such collateral is permitted pursuant to Section 10.10 or otherwise permitted pursuant to the terms of this Agreement (in which case such release may be made by Administrative Agent acting alone); or
(vih) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty any Guarantor without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 10.10 or otherwise permitted pursuant to the terms of this Agreement (in which case such release may be made by the Administrative Agent acting alone); and
provided further, that (viii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the applicable L/C Issuers in addition to the Lenders required above, affect the rights or duties of the applicable L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lenders in addition to the Lenders required above, affect the rights or duties of the Swing Line Lenders under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) a Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments a Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
: (ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a the waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is prepayment shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
; (iib) postpone any date fixed by this Agreement Agreement, any Additional Credit Extension Amendment or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any of the other Loan Document Documents without the written consent of each Lender entitled to receive such payment (it being understood that the waiver of or whose Commitments are amendment to be reduced;
the terms of any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (iiic) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).-102-
Appears in 1 contract
01Amendments, Etc. No (a) Subject to Section 3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent Consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Agent, with the Consent of the Required Lenders Lenders, and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent Consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) as to any Lender, postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including on the Maturity Date) of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (hereunder or under any of themthe other Loan Documents without the written Consent of such Lender, or (ii) or any scheduled or mandatory reduction or termination of the Commitments hereunder or under any other Loan Document Document, without the written consent Consent of each Lender entitled to receive such payment or whose Commitments are to be reducedLender;
(iii) as to any Lender, reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any LoanLoan held by such Lender, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document to or for the account of such Lender, without the written consent Consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsLender; provided, however, that, that only the consent Consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv) as to any Lender, change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written Consent of such Lender;
(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof or of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or thereunder, without the written consent Consent of each Lender directly affected therebyLender;
(vvi) solely with respect to the 2022 Incremental Term Loan Facility, (a) contractually subordinate the Obligations under the 2022 Incremental Term Loan Facility to any other Indebtedness or (b) contractually subordinate the Liens on all or substantially all of the Collateral securing the 2022 Incremental Term Loan Facility to the Liens securing any other Indebtedness, as the case may be, without the written Consent of each directly and adversely affected 2022 Incremental Lenders, except (i) any “debtor in-possession” facility (or similar facility under applicable Law) or use of cash collateral undertaken in any insolvency proceeding to the extent that such facility or use is made without violation of any applicable Intercreditor Agreements, (ii) any Capital Lease Obligations, purchase money indebtedness, finance lease or other Indebtedness that is permitted to be senior to the Obligations under the 2022 Incremental Term Loan Facility and/or secured by a Lien that is senior to the Lien securing the Obligations under the 2022 Incremental Term Loan Facility, (iii) any subordination expressly permitted by the ABL Intercreditor Agreement, or (iv) any other Indebtedness so long as such Indebtedness is offered ratably to all directly and adversely affected 2022 Incremental Lenders;
(vii) except for Permitted Dispositions or as provided in connection with a Disposition permitted under Section 8.059.10, release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent Consent of each Lender directly affected therebyLender;
(viviii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone); [reserved];
(viiix) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby[reserved]; and
(viiix) subordinate[reserved]; and; provided further, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(bthat (i) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (ii) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent Consent hereunder (and any amendment, waiver or consent which by its terms requires the consent Consent of all Lenders or each affected Lender may be effected with the consent Consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent Consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent Consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) any Loan Document may be amended and waived with the consent of the Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and cure ambiguities or defects or (iii) to cause any Loan Document to be consistent with this Agreement and the Required Lenders shall determine whether or not to allow a other Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding Documents and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (Ay) the Administrative Agent and the Borrower may make amendments amend, restate, amend and restate or otherwise modify the ABL Intercreditor Agreement and/or any other Acceptable Intercreditor Agreement as provided therein or as provided in Section 10.19
(c) If any Lender does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the Consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 3.05 and (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).
(d) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, in connection with any determination as to whether the requisite Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, any Lender (alone or together with its Affiliates) (other than (x) any Lender that is a Regulated Bank or an Affiliate of a Regulated Bank, (y) Ethically Screened Affiliates and (z) any Lender that is an Arranger (each such Lender or Affiliate described in (x)-(z), a “Covered Lender”)) that, as a result of its interest in any total return swap, total rate of return swap, credit default swap or other derivative contract (other than any such total return swap, total rate of return swap, credit default swap or other derivative contract entered into pursuant to bona fide market making activities), has a net short position with respect to the Loans and/or Commitments (each, a “Net Short Lender”), without written consent of the Borrower, shall have no right to vote any of its Loans and Commitments and shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Net Short Lenders. For purposes of determining whether a Lender (other than any Covered Lender) has a “net short position” on any date of determination: (i) derivative contracts with respect to the Loans and Commitments and such contracts that are the functional equivalent thereof shall be counted at the notional amount thereof in dollars, (ii) notional amounts in other currencies shall be converted to the Dollar equivalent thereof by such Lender in a commercially reasonable manner consistent with generally accepted financial practices and based on the prevailing conversion rate (determined on a mid-market basis) on the date of determination, (iii) derivative contracts in respect of an index that includes any of the Borrower or other Loan Parties or any instrument issued or guaranteed by any of the Borrower or other Loan Parties shall not be deemed to create a short position with respect to the Loans and/or Commitments, so long as (x) such index is not created, designed, administered or requested by such Lender or its Affiliates and (y) the Borrower and other Loan Parties and any instrument issued or guaranteed by any of the Borrower or other Loan Parties, collectively, shall represent less than 5% of the components of such index, (iv) derivative transactions that are documented using either the 2014 ISDA Credit Derivatives Definitions or the 2003 ISDA Credit Derivatives Definitions (collectively, the “ISDA CDS Definitions”) shall be deemed to create a short position with respect to the Loans and/or Commitments if such Lender (other than any Covered Lender r) is a protection buyer or the equivalent thereof for such derivative transaction and (x) the Loans or the Commitments are a “Reference Obligation” under the terms of such derivative transaction (whether specified by name in the related documentation, included as a “Standard Reference Obligation” on the most recent list published by Markit, if “Standard Reference Obligation” is specified as applicable in the relevant documentation or in any other manner), (y) the Loans or the Commitments would be a “Deliverable Obligation” under the terms of such derivative transaction or (z) any of the Borrower or other Loan Parties (or its successor) is designated as a “Reference Entity” under the terms of such derivative transactions, and (v) credit derivative transactions or other derivatives transactions not documented using the ISDA CDS Definitions shall be deemed to create a short position with respect to the Loans and/or Commitments if such transactions are functionally equivalent to a transaction that offers the Lender (other than any Covered Lender) protection in respect of the Loans or the Commitments, or as to the credit quality of the Borrower or other Loan Parties other than, in each case, as part of an index so long as (x) such index is not created, designed, administered or requested by such Lender (other than any Covered Lender) and (y) the Borrower and other Loan Parties and any instrument issued or guaranteed by any of the Borrower or other Loan Parties, collectively, shall represent less than 5% of the components of such index. In connection with any such determination, each Lender (other than any Covered Lender) shall promptly notify the Agent in writing that it is a Net Short Lender, or shall otherwise be deemed to have represented and warranted to the Borrower and the Required Lenders may Agent that it is not a Net Short Lender (it being understood and agreed that the Borrower and the Agent shall be entitled to rely on each such representation and deemed representation). The Agent shall have no duty to inquire as to or investigate the accuracy of such representation or deemed representation or to make amendments contemplated by Section 2.14(d)any calculations, investigations or determinations with respect to any derivative contracts and/or net short positions and shall have no liabilities with respect to any provisions of this Agreement relating to Net Short Lenders.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Rh)
01Amendments, Etc. No (a) Subject to Sections 3.03(b) and the last paragraph of this Section 11.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) extend or increase the Revolving Commitment of a any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (D) of the second proviso to this Section 11.01(a)) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(iv) change any provision (i) Section 8.03 or Section 2.13 in a manner that would have the effect of this Section 11.01(a) altering the ratable reduction of Revolving Commitments, pro rata payments or the definition pro rata sharing of “Required Lenders” payments required hereunder without the written consent of each Lender directly affected thereby;
Lender, (vii) except Section 2.12(f) in connection with a Disposition permitted under Section 8.05, release all or substantially all of manner that would alter the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty pro rata application required thereby without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(viiiii) or subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
obligation, or (viiiiv) or subordinate, or have the effect of subordinating, the Liens securing the Obligations 13675000v5 to Liens any Lien securing any other Indebtedness or other obligationobligations (except as expressly permitted by Section 9.10, as in effect on the Closing Date), in each case, without the written consent of each Lender;
(v) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(vi) release, or have the effect of releasing, all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(vii) release, or have the effect of releasing, all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the subordination release of any such Liens Subsidiary from the Guaranty is permitted pursuant to Section 10.09(b) 9.10 (in which case such subordination release may be made by the Administrative Agent acting alone), ; or
(viii) release the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the written consent of each Lender directly affected thereby;
Lender; provided, further, that (bA) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (D) theany Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto.
(b) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender Lender, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender Lender, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. .
(c) Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Revolving Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
(d) Notwithstanding any provision herein to the contrary, (A) if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and (B) exhibits thereto), then the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
01Amendments, Etc. No (a) Subject to Section 3.03(b) above, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower Borrowers or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers or the applicable Loan PartyBorrower, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the delay or waiver of principal (excluding any mandatory prepayments)prepayment) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) ), including the Maturity Date, or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document Document, in each case without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanLetter of Credit Borrowing, or reduce any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” (so long as such amendment does not result in the Default Rate being lower than the interest rate then applicable to Base Rate Loans or SOFR Loans, as applicable) or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default RateRate or (B) to amend any financial covenant hereunder (or any defined term used therein);
(iv) change (i) Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby or (ii) Section 9.03, in each case without the written consent of each Lender directly affected thereby;
(v) change (i) any provision of this Section 11.01(aor the definition of “Required Lenders” or “Required Supermajority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (ii) or the definition of “Required Lenders” without the written consent of each Lender directly affected therebyLender;
(vvi) except as provided in connection with a Disposition permitted under Section 8.052.18, release all or substantially all of increase the Collateral Aggregate Revolving Credit Commitments without the written consent of each Lender directly affected therebyRevolving Credit Lender;
(vivii) release the any material Borrower or, except in connection with or Guarantor from this Agreement or any material Security Instrument to which it is a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty party without the written consent of each Lender directly affected therebyLender, except to the extent such Borrower is the release subject of any Guarantor is a Disposition or other transaction permitted pursuant to by Section 10.09 8.04 or 8.05 (in which case such release may be made by the Administrative Agent acting alone);
(viiviii) subordinate, release all or have any material part of the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation Collateral without the written consent of each Lender directly affected thereby; and
except (viiiA) subordinate, with respect to Dispositions and releases of Collateral permitted or have required hereunder (including pursuant to Sections 8.04 and 8.05) or under the effect of subordinatingSecurity Agreement, the Liens securing the Obligations to Liens securing any other Indebtedness Canadian Security Agreement or other obligation, except (B) to the extent the subordination of any such Liens is permitted required pursuant to Section 10.09(b) the terms of the Secured Note Intercreditor Agreement or any subordination agreement (in either of which case cases such subordination release may be made by the Administrative Agent acting alone);
(ix) release, or subordinate the Administrative Agent's Lien on, all or substantially all of the Collateral without the written consent of each Lender;
(x) without the prior written consent of the Required Supermajority Lenders, amend the definition of “Borrowing Base” or any defined term used therein in a manner that would increase availability; provided, that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to determine eligibility of Accounts or Inventory or other assets of the type available to be included in the Borrowing Bases in accordance with such terms; or
(xi) without the prior written consent of each Lender, impose any materially greater restriction on the ability of any Lender directly affected thereby;to assign any of its rights or obligations hereunder.
(b) unless also signed by In addition to the Administrative Agentforegoing, (i) no amendment, waiver or consent shall shall, unless in writing and signed by the Letter of Credit Issuer in addition to the Lenders required above, affect the rights or duties of the Letter of Credit Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iv) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, thatin a writing executed only by the respective parties thereto; (v) no amendment, notwithstanding waiver or consent which has the effect of enabling the Borrowers to satisfy any condition to a Borrowing contained in Section 5.02 hereof which, but for such amendment, waiver or consent would not be satisfied, shall be effective to require the Revolving Credit Lenders, the Swing Line Lender or the Letter of Credit Issuer to make any additional Revolving Credit Loan or Swing Line Loan, or to issue any additional or renew any existing Letter of Credit, unless and until the Required Lenders (or, if applicable, all Revolving Credit Lenders) shall have approved such amendment, waiver or consent and (vi) the Administrative Agent and the Borrowers shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Revolving Credit Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, .
(iic) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower may make amendments contemplated by Borrowers (i) to add one or more additional revolving credit or term loan facilities (each a “Supplemental Facility”) to this Agreement, in each case subject to the limitations in Section 3.05 2.18, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (Bii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such Supplemental Facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.
(d) If any Lender does not consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may make amendments replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 2.14(d(together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).
(e) No Loan Party will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender or its Affiliates as consideration for agreement by such Lender to any amendment, waiver, consent or release with respect to any Loan Document, unless such remuneration or value is concurrently paid, on the same terms, on a ratable basis to all Lenders providing their agreement. Notwithstanding the terms of this Agreement or any amendment, waiver, consent or release with respect to any Loan Document, Non-Consenting Lenders shall not be entitled to receive any fees or other compensation paid to the Lenders in connection with any amendment, waiver, consent or release approved in accordance with the terms of this Agreement by the Required Lenders.
(f) IN NO EVENT SHALL THE REQUIRED LENDERS, WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER, DIRECT THE ADMINISTRATIVE AGENT TO ACCELERATE AND DEMAND PAYMENT OF THE LOANS HELD BY ONE LENDER WITHOUT ACCELERATING AND DEMANDING PAYMENT OF ALL OTHER LOANS OR TO TERMINATE THE COMMITMENTS OF ONE OR MORE LENDERS WITHOUT TERMINATING THE COMMITMENTS OF ALL LENDERS. EACH LENDER AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN ANY OF THE LOAN DOCUMENTS AND WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS, IT WILL NOT TAKE ANY LEGAL ACTION OR INSTITUTE ANY ACTION OR PROCEEDING AGAINST ANY LOAN PARTY WITH RESPECT TO ANY OF THE OBLIGATIONS OR COLLATERAL, OR ACCELERATE OR OTHERWISE ENFORCE ITS PORTION OF THE OBLIGATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO LENDER MAY EXERCISE ANY RIGHT THAT IT MIGHT OTHERWISE HAVE UNDER APPLICABLE LAW TO CREDIT BID AT FORECLOSURE SALES, UCC SALES OR OTHER SIMILAR SALES OR DISPOSITIONS OF ANY OF THE COLLATERAL EXCEPT AS AUTHORIZED BY THE REQUIRED LENDERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION OR ELSEWHERE HEREIN, EACH LENDER SHALL BE AUTHORIZED TO TAKE SUCH ACTION TO PRESERVE OR ENFORCE ITS RIGHTS AGAINST ANY LOAN PARTY WHERE A DEADLINE OR LIMITATION PERIOD IS OTHERWISE APPLICABLE AND WOULD, ABSENT THE TAKING OF SPECIFIED ACTION, BAR THE ENFORCEMENT OF OBLIGATIONS HELD BY SUCH LENDER AGAINST SUCH LOAN PARTY, INCLUDING THE FILING OF PROOFS OF CLAIM IN ANY INSOLVENCY PROCEEDING.
Appears in 1 contract
Sources: Credit Agreement (Ferroglobe PLC)
01Amendments, Etc. No Subject to Section 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a the waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is prepayment shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement, Incremental Assumption Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) hereunder or under any of the other Loan Documents without the written consent of each Lender entitled to such payment (it being understood that the waiver of or amendment to the terms of any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest, or (ii) any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender; provided that any Lender, upon the request of the Borrower, may extend the final expiration of its Commitment without the consent of any other Lender entitled to receive such payment or whose Commitments are to be reducedin accordance with Section 2.16;
(iiic) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate; provided further, however, changes to interest rates arising from changes to the definition of Borrowing Base shall be governed by clause (i) below;
(ivd) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(e) change any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or “Supermajority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby(other than any Defaulting Lender);
(vf) except in connection with a Disposition as expressly permitted under Section 8.05hereunder, release all release, or substantially all of limit the Collateral liability of, any Loan Party without the written consent of each Lender directly affected thereby;(other than any Defaulting Lender); US 7504294v.5 CHA715/10017
(vig) release except for releases of Collateral in accordance with the Borrower or, except in connection with a merger or consolidation permitted under provisions of Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 9.10 hereof (in which case case, such release may be made by the Administrative Agent acting alone);
(vii) subordinate, release all or have substantially all of the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, Collateral from the Liens securing of the Obligations to Liens securing Collateral Documents in any other Indebtedness transaction or other obligation, except to the extent the subordination series of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)related transactions, without the written consent of each Lender directly affected thereby(other than any Defaulting Lender);
(bh) unless also signed except pursuant to Section 2.15, increase the Aggregate Commitments without the written consent of each Lender (other than any Defaulting Lender);
(i) change the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrower would be increased, without the written consent of the Supermajority Lenders, provided that the foregoing shall not limit the discretion of the Administrative AgentAgent to change, establish or eliminate any Reserves without the consent of any Lender;
(j) modify the definition of Permitted Overadvance so as to increase the amount thereof or, except as provided in such definition, the time period for a Permitted Overadvance without the written consent of the Supermajority Lenders;
(k) except as provided in Section 9.10(c), subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the written consent of each Lender (other than any Defaulting Lender);
(l) modify this Section 11.01 or Section 8.03 without the written consent of each Lender (other than any Defaulting Lender); and provided further, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iv) no amendment, howeverwaiver or consent shall, thatunless in writing and signed by the Collateral Agent in addition to the Lenders required above, notwithstanding affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document; and (v) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender or Supermajority Lenders and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such US 7504294v.5 CHA715/10017 Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary hereinherein contained, no provider of any Bank Product or Cash Management Service in its capacity as such (ia) no Defaulting Lender shall have any right to approve or disapprove consent to any amendment, modification, termination or waiver of this Agreement or consent hereunder any other Loan Document (including any amendment and/or restatement of this Agreement and the other Loan Documents refinancing, replacing or restructuring the Loans and the Obligations including any increase thereof) or to contest any such amendment, waiver modification, termination or consent which by its terms requires the consent of all Lenders or each affected waiver, (b) shall be deemed a Lender may be effected with the consent for any purposes of the applicable Lenders other than Defaulting Lenders)Loan Documents, except that or (xc) shall have any right to (i) enforce any security interest, right or remedy under any of the Commitments of any Defaulting Lender may not be increased Loan Documents or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each instruct the Agents with respect to any action or inaction by the Agents with respect to the exercise of any rights or remedies under the Loan Documents or at law or equity, or consent to or contest any such action or inaction. Except for the payment of amounts on account of Bank Products and Cash Management Services (but only to the extent the Agents shall have received sufficient funds therefor), the Agents shall have no duties or obligations to provider of any Bank Product or Cash Management Services in its capacity as such. The provisions of this paragraph shall survive the assignment by any Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the of its Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the LendersCommitments. Notwithstanding any provision herein anything to the contrarycontrary contained in this Section 11.01, (A) if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and shall have jointly identified an obvious error (Bincluding, but not limited to, an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of any Loan Document, then the Administrative Agent and/or the Collateral Agent (acting in their sole discretion) and the Required Lenders may make amendments contemplated by Section 2.14(d)Borrower or any other relevant Loan Party shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a the waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is prepayment shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement Agreement, any Additional Credit Extension Amendment or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any of the other Loan Document Documents without the written consent of each Lender entitled to receive such payment (it being understood that the waiver of or whose Commitments are amendment to be reducedthe terms of any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest);
(iiic) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(ivd) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(e) change any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected therebyLender;
(vf) except in connection with a Disposition as expressly permitted under Section 8.05hereunder, release all or substantially all of the Collateral Guarantors from their obligations under the Loan Documents without the written consent of each Lender directly affected therebyLender;
(vig) release except for releases of Collateral in accordance with the Borrower or, except in connection with a merger or consolidation permitted under provisions of Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 9.10 hereof (in which case case, such release may be made by the Administrative Agent acting alone);
(vii) subordinate, release all or have substantially all of the effect Collateral from the Liens of subordinatingthe Collateral Documents in any transaction or series of related transactions, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected therebyLender; andor
(viiih) subordinate, or have the effect of subordinating, subordinate (x) the Liens securing any of the Obligations on all or substantially all of the Collateral (“Existing Liens”) to the Liens securing any other Indebtedness or other obligationobligations or (y) any Obligations in contractual right of payment to any other Indebtedness or other obligations (any such other Indebtedness or other obligations, except to which such Liens securing any of the Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), unless each adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender) of the Senior Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected ▇▇▇▇▇▇ decides to participate in the subordination Senior Indebtedness, receive its pro rata share of the fees and any such Liens is permitted other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness pursuant to Section 10.09(ba written offer made to each such adversely affected Lender describing the material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each adversely affected Lender for a period of not less than five Business Days; provided however that (1) an amendment to permit an increase in the maximum permitted amount of ABL Obligations shall not be restricted by subclause (in which case such x) above and (2) any subordination may be made expressly permitted by the Administrative Agent acting alone)Intercreditor Agreement or Section 9.10 shall not be restricted by subclauses (x) and (y) above. and provided further, without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, that no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent or the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; provided, however, that, notwithstanding . Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder hereunder, except an amendment under clause (a), (b) or (c) above that directly affects the rights and obligations of such Lender. This Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Loan Parties (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Loans Parties and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Loans of any Class (“Refinanced Loans”) with replacement loans (“Replacement Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, (b) the Yield with respect to such Replacement Loans shall not be higher than the Yield for such Refinanced Loans (or similar interest rate spread applicable to such Refinanced Loans) immediately prior to such refinancing, (c) the weighted average life to maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Loans prior to the time of such incurrence) and (d) all other terms applicable to such Replacement Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the final maturity date of all Loans in effect immediately prior to such refinancing. If any Lender does not consent to a proposed amendment, waiver waiver, consent or consent which by its terms release with respect to any Loan Document that requires the consent of all Lenders each Lender, and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or each affected Lender may release can be effected with the consent as a result of the applicable Lenders assignment contemplated by such Section (together with all other than Defaulting Lenderssuch assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary herein contained, except that (x) the Commitments no provider of any Defaulting Lender may not be increased Bank Product or extended without Cash Management Service in its capacity as such (a) shall have any right to consent to any amendment, modification, termination or waiver of this Agreement or any other Loan Document (including any amendment and/or restatement of this Agreement and the consent of other Loan Documents refinancing, replacing or restructuring the Loans and the Obligations including any increase thereof) or to contest any such Lender and (y) any amendment, modification, termination or waiver, amendment (b) shall be deemed a Lender for any purposes of the Loan Documents, or modification requiring (c) shall have any right to (i) enforce any security interest, right or remedy under any of the consent of all Lenders Loan Documents or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each instruct the Agents with respect to any action or inaction by the Agents with respect to the exercise of any rights or remedies under the Loan Documents or at law or equity, or consent to or contest any such action or inaction. Except for the payment of amounts on account of Bank Products and Cash Management Services (but only to the extent the Agents shall have received sufficient funds therefor), the Agents shall have no duties or obligations to any provider of any Bank Product or Cash Management Services in its capacity as such. The provisions of this paragraph shall survive the assignment by any Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the of its Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the LendersCommitments. Notwithstanding any provision herein anything to the contrarycontrary contained in this Section 11.01, (A) if the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and shall have jointly identified an obvious error (Bincluding, but not limited to, an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of any Loan Document, then the Administrative Agent and/or the Collateral Agent (acting in their sole discretion) and the Required Borrower or any other relevant Loan Party shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document. In addition, notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders may make amendments contemplated by Section 2.14(d)providing the Replacement Loans to permit the refinancing of all outstanding Loans of any Class.
Appears in 1 contract
Sources: Libor Hardwire Transition Amendment (Container Store Group, Inc.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than Swap Contracts, Bank Products or Cash Management Services), and no consent Consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Agent, with the Consent of the Required Lenders Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent Consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iib) as to any Lender, postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including the Maturity Date) or mandatory prepayment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (hereunder or under any of themthe other Loan Documents without the written Consent of such Lender entitled to such payment, or (ii) or any scheduled or mandatory reduction or termination of the Aggregate Commitments hereunder or under any other Loan Document without the written consent Consent of each Lender entitled to receive such payment or whose Commitments are to be reducedLender;
(iiic) as to any Lender, reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any LoanLoan held by such Lender, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document to or for the account of such Lender, without the written consent Consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent Consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(ivd) as to any Lender, change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby or the relative priorities of such payments without the written Consent of such Lender;
(e) (i) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or “Supermajority Lenders” or other provisions of this Agreement specifying the number of percentage or Lenders required to waive, amend or modify rights hereunder without the written consent Consent of each Lender directly affected therebyall Lenders; and (ii) change, modify, amend or waive any provision of (a) through (k) of this Section 10.01 without the written Consent of all Lenders;
(vf) except in connection with a Disposition as expressly permitted hereunder or under Section 8.05any other Loan Document, release, or limit the liability of, any Loan Party without the written Consent of each Lender;
(g) except for Permitted Dispositions, release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent Consent of each Lender directly affected therebyLender;
(vih) release except as provided in Section 2.15, increase the Borrower Aggregate Commitments without the written Consent of each Lender;
(i) increase the advance rate percentages applicable to Eligible Inventory and Eligible Credit Card Receivables in the “Borrowing Base” without the written Consent of each Lender; change the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased without the written Consent of the Supermajority Lenders, provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any Reserves;
(j) modify the definitions of Permitted Overadvance or Agent Permitted Overadvance so as to increase the amount thereof or, except as provided in connection with such definition, the time period for which a merger Permitted Overadvance or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Agent Permitted Overadvance may remain outstanding without the written consent Consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone)Lender; and
(viik) subordinateexcept as expressly permitted herein or in any other Loan Document, or have the effect of subordinating, subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or other obligation Lien, as the case may be without the written consent Consent of each Lender directly affected therebyLender; and
, provided further, that (viiii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall Consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Administrative L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or Consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document; provided(iv) the Fee Letters may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the Agent and the parties thereto; and (v) any amendment contemplated by Section 1.09 in connection with a Benchmark Transition Event or an Early Opt-In Election shall be effective as contemplated by such Section 1.09. Notwithstanding anything to the contrary hereinin this Agreement or any other Loan Document, no provider or holder of any Bank Products or Cash Management Services shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or any Loan Party. Each of the parties hereto acknowledges and agrees that, if there is any Real Estate subject to a mortgage or deed of trust, any increase, extension or renewal of any of the Aggregate Commitments or Loans or any other incremental or additional credit facilities hereunder (but excluding (i) no Defaulting Lender shall have any right to approve continuation or disapprove any amendmentconversion of borrowings, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on the making of any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions or issuance of Section 1126(c) any Letters of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and Credit, or (iii) any increases in connection with Section 2.15) shall be subject to and conditioned upon: (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Real Estate subject to a mortgage or deed of trust as required by Flood Laws and as otherwise reasonably required by the Agent and (2) the Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the Consent of each Lender and that has been approved by the Required Lenders shall determine whether Lenders, the Lead Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or not to allow release can be effected as a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all result of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments assignment contemplated by such Section 3.05 and (B) together with all other such assignments required by the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(dLead Borrower to be made pursuant to this paragraph).
Appears in 1 contract
Sources: Credit Agreement (KOHLS Corp)
01Amendments, Etc. No Subject to Section 3.03(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders or the Administrative Agent at the direction of the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i)), without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments Lender hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedLender;
(iiid) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, Swingline Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan, Swingline Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ive) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 11.01(a) 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected therebyLender;
(vg) except in connection with a Disposition permitted under Section 8.05prior to the applicable Collateral Release Date, release all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with the Loan Documents) or subordinate the liens on a material portion of the Collateral to any other obligation or creditor or subordinate the Obligations in right of payment to any other Indebtedness or other obligation, in each case, without the written consent of each Lender directly affected thereby;Lender; or
(vih) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone);
and provided, further, that (viii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iii) the Engagement Letter may be amended, howeveror rights or privileges thereunder waived, thatin a writing executed only by the parties thereto; (iv) the Administrative Agent (and, notwithstanding if applicable, the Borrower) may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents in order to implement any Benchmark Replacement or any Conforming Changes or otherwise effectuate the terms of Section 3.03(b) in accordance with the terms of Section 3.03(b); and (v) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitments Commitment of any Defaulting such Lender may not be increased or extended extended, any amount owing to such Lender reduced, the final maturity thereof extended, or the voting provisions hereof with respect to such Lender amended without the consent of such Lender. If any Lender and (y) any does not consent to a proposed amendment, waiver, amendment consent or modification requiring release with respect to any Loan Document that requires the consent of all Lenders each Lender or each affected Lender and that has been approved by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 3.05 and (B) together with all other such assignments required by the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(dBorrower to be made pursuant to this paragraph)..
Appears in 1 contract
01Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than with respect to any amendment or waiver contemplated in Sections 10.01(a) through (j) below, which shall only require the consent of the Lenders expressly set forth therein and not the Borrower Required Lenders) (or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, Agent with the written consent of the Required Lenders) and such Loan Party and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, further, that:
(a) no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of each Lender holding such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default Default, mandatory prepayment or a mandatory reduction in of the Commitments is shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 (excluding mandatory prepaymentsother than pursuant to Section 2.08(b), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled holding the applicable Obligation (it being understood that the waiver of (or amendment to receive such the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or whose Commitments are interest and it being understood that any change to be reducedthe definition of “First Lien Net Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);
(iiic) reduce or forgive the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document (or extend the timing of payments of such fees or other amounts) without the written consent of each Lender entitled holding such Loan, L/C Borrowing or to receive whom such payment of principal, interest, fees fee or other amountsamount is owed (it being understood that any change to the definition of “Total Net Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest); provided, however, provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest at the Default Rate;
(ivd) change any provision of this Section 11.01(a) or 10.01, the definition of “Required Lenders,” “Required Class Lenders,” “Required Revolving Credit Lenders” or “Pro Rata Share,” Section 2.06, 2.12(a), 2.12(g), 2.13 or 8.03 without the written consent of each Lender directly affected thereby;
(ve) except other than in connection with a Disposition transaction permitted under Section 8.057.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; 133055744_29
(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;
(g) change the currency in which any Loan is denominated without the written consent of each Lender directly affected therebyholding such Loans;
(vi1) release the Borrower or, except waive any condition set forth in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder 4.02 as to any other Indebtedness Credit Extension under one or other obligation without the written consent more Classes of each Lender Revolving Credit Commitments or (2) amend, waive or otherwise modify any term or provision which directly affected thereby; and
(viii) subordinate, affects Lenders under one or have the effect more Classes of subordinating, the Liens securing the Obligations to Liens securing Revolving Credit Commitments and does not directly affect Lenders under any other Indebtedness or other obligationClass, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)each case, without the written consent of the Required Class Lenders under such applicable Class or Classes of Revolving Credit Commitments (and in the case of multiple Classes which are affected, such Required Class Lenders shall consent together as one Class) (it being understood that any amendment to the conditions of effectiveness of Incremental Commitments set forth in Section 2.16 shall be subject to clause (i) below); provided, however, that the waivers described in this clause (h) shall not require the consent of any Lenders other than (x) the Required Class Lenders under such Class or Classes and (y) in the case of any waiver that otherwise would be subject to clauses (a) through (g) above, each Lender Lender, each directly affected therebyLender or each directly and adversely affected Lender (as specified in the applicable clause) under the applicable Class or Classes of Revolving Credit Commitments;
(i) amend, waive or otherwise modify any term or provision (including the availability and conditions to funding under Section 2.16 with respect to Incremental Term Loans and Incremental Revolving Credit Commitments and the rate of interest applicable thereto) which directly affects Lenders of one or more Incremental Term Loans or Incremental Revolving Credit Commitments (including Loans extended under such Commitments) and does not directly affect Lenders under any other Class, in each case, without the written consent of the Required Class Lenders under such applicable Incremental Term Loans or Incremental Revolving Credit Commitments (and in the case of multiple Classes which are affected, such Required Class Lenders shall consent together as one Class); provided, however, that the waivers described in this clause (i) shall not require the consent of any Lenders other than (x) the Required Class Lenders under such applicable Incremental Term Loans or Incremental Revolving Credit Commitments and (y) in the case of any waiver that otherwise would be subject to clause (a) though (g) above, each Lender, each directly affected Lender or each directly and adversely affected Lender (as specified in the applicable clause) under the applicable Class or Classes of Incremental Term Loans or Incremental Revolving Credit Commitments (including Loans extended under such Commitments); or
(j) amend or otherwise modify: (a) the Financial Covenant, (b) unless also signed by the Administrative Agentexception set forth in Section 6.01(a)(ii)(x) or (y), (c) the second proviso to Section 8.01(b) and (d), Section 8.04, and in each case any definition related thereto (as any such definition is used therein but not as otherwise used in this Agreement or any other Loan Document) or waive any Default or Event of Default resulting from a failure to perform or observe the Financial Covenant (including any related Default or Event of Default under Section 6.01) or Section 8.04 without the written consent of the Required Revolving Credit Lenders; provided, that, the waivers described in this clause (j) shall not require the consent of any Lenders other than the Required Revolving Credit Lenders; and provided further that (i) no amendment, waiver or consent shall shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Request for L/C Issuance relating to any Letter of Credit issued or to be issued by it; 187 133055744_29 provided, however, that this Agreement may be amended to adjust the mechanics related to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple L/C Issuers, with only the written consent of the Administrative Agent, the applicable L/C Issuer and each Borrower so long as the obligations of the Revolving Credit Lenders, if any, who have not executed such amendment, and if applicable the other L/C Issuers, if any, who have not executed such amendment, are not adversely affected thereby; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of such Swing Line Lender under this Agreement; provided, however, that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the Swing Line Lenders and each Borrower so long as the obligations of the Revolving Credit Lenders, if any, who have not executed such amendment are not adversely affected thereby; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; providedand (iv) Section 10.07(j) may not be amended, howeverwaived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, that, notwithstanding waiver or other modification. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) it being understood that any waiverCommitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders). Notwithstanding the foregoing, no Lender consent is required to effect any amendment or modification requiring supplement to any First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement, Subordination Agreement or other intercreditor agreement or arrangement permitted under this Agreement (i) that is for the purpose of adding the holders of Refinancing Equivalent Debt, Incremental Equivalent Debt or, in each case, a Senior Representative with respect thereto, as parties thereto, as expressly contemplated by the terms of such First Lien Intercreditor Agreement, such Second Lien Intercreditor Agreement, such Subordination Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement, Subordination Agreement or other intercreditor agreement or arrangement permitted under this Agreement to be effected without the consent of all Lenders any Lender; provided, further, that no such agreement shall amend, modify or each affected Lender that by its terms affects otherwise affect the rights or duties of the Administrative Agent hereunder or under any Defaulting Lender more adversely than other affected Lenders shall require Loan Document without the prior written consent of such Defaulting Lenderthe Administrative Agent. Notwithstanding the foregoing, this Agreement may be amended (iior amended and restated) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects with the Loans and each Lender acknowledges that the provisions of Section 1126(c) written consent of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (Bb) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 188 133055744_29 In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Lead Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Replaced Term Loans”) with replacement term loans (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans, plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with such Replacement Term Loans, (b) the All-In Yield with respect to such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) shall not be higher than the All-In Yield for such Replaced Term Loans (or similar interest rate spread applicable to such Replaced Term Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced Term Loans, at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Replaced Term Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing. Each amendment to this Agreement providing for Replacement Term Loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Required Lenders Lead Borrower to effect the provisions of this paragraph, and for the avoidance of doubt, this paragraph shall supersede any other provisions in this Section 10.01 to the contrary. Notwithstanding anything to the contrary contained in this Section 10.01, the Holdcos, the Lead Borrower and the Administrative Agent may make without the input or consent of the Lenders, effect amendments contemplated to this Agreement and the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent to effect the provisions of Section 2.16, 2.17 or 2.18. Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent and/or the Collateral Agent, as the case may be, at the request of the Lead Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver (i) is of a technical nature (including curing any ambiguities, omissions, mistakes or defects) and/or is, in the judgment of the Collateral Agent, required by applicable local law on the advice of local counsel, in the interests of the Secured Parties or (in the case of any non-U.S. Collateral Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective non-U.S. Collateral Documents or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents, provided, that any section in a Collateral Document providing for a governing law and/or a jurisdiction different from Section 2.14(d10.15 shall not be deemed a conflict of this Agreement. If the Administrative Agent and the Lead Borrower shall have jointly identified an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document)., then the Administrative Agent (acting in its sole discretion) and the Borrowers or any other relevant Loan Party shall be permitted to amend such provision and such amendment shall become eff
Appears in 1 contract
Sources: Credit Agreement (Trinseo PLC)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that in addition to the foregoing requirements no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or (c)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be;
(c) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iid) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (ii) any scheduled or mandatory reduction of the Commitments any Facility hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedAppropriate Lender;
(iiie) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ivi) without the prior written consent of each Lender directly, adversely affected thereby (A) modify Sections 8.03, 2.12(e) or 2.13 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments otherwise required hereunder, (B) subordinate, or have the effect of subordinating, the Secured Obligations hereunder to any other Indebtedness and (C) except as provided in Section 9.10, subordinate, or have the effect of subordinating, the Liens securing the Secured Obligations to Liens securing any other Indebtedness or other obligation; provided that, in the case of the preceding subclauses (B) and (C), only those Lenders that are directly and adversely affected thereby (without giving effect to this proviso) that have not been offered an opportunity to fund their pro rata share (based on the amount of Obligations that are adversely affected thereby held by each such Lender and calculated immediately prior to any applicable amendment or priming Indebtedness) of the priming Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction) as are offered to all other providers of the priming Indebtedness shall be deemed to be directly and adversely affected by such amendment, waiver or consent; (ii) modify the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(c), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the Term Facility, the Required Term Lenders and (y) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(g) change (i) any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender directly affected therebyor (ii) the definition of “Required Revolving Lenders” or “Required Term Lenders,” without the written consent of each Lender under the applicable Facility;
(vh) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected therebyLender;
(vii) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Guaranty, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Restricted Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(viij) subordinate, impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or have the effect of subordinating, the Obligations obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viiii) subordinate, or have if such Facility is the effect of subordinatingTerm Facility, the Liens securing Required Term Lenders and (iii) if such Facility is the Obligations to Liens securing any other Indebtedness or other obligationRevolving Credit Facility, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(bRequired Revolving Lenders; and provided, further, that (i) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the affected L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) the Agent Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent Consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Administrative Agent, with the Consent of the Required Lenders Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall::
(ia) extend or or, increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent Consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iib) as to any Lender, postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including the Maturity Date) or mandatory prepayment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (hereunder or under any of themthe other Loan Documents without the written Consent of such Lender entitled to such payment, or (ii) or any scheduled or mandatory reduction or termination of the Aggregate Revolving Commitments hereunder or under any other Loan Document without the written consent Consent of each Lender entitled to receive such payment or whose Commitments are to be reducedLender;
(iiic) as to any Lender, reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any LoanLoan held by such Lender, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document to or for the account of such Lender, without the written consent Consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that (i) only the consent Consent of the Required Revolving Lenders shall be necessary to amend the definition of “Default Rate” as it applies to the Committed Revolving Loans and the Swing Line Loans or to waive any obligation of the Borrower Borrowers to pay interest on the Committed Revolving Loans and the Swing Line Loans or Letter of Credit Fees at the Default Rate and (ii) only the Consent of the Required Term Lenders shall be necessary to amend the definition of “Default Rate” as it applies to the Term Loan or to waive any obligation of the Borrowers to pay interest on the Term Loan at the Default Rate;
(ivd) as to any Lender, change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written Consent of such Lender;
(e) change any provision of this Section 11.01(a) 10.01 or the last sentence of Section 4.02 without the written Consent of each Lender, or change the definition of “Required Lenders” ”, “Required Revolving Lenders”, or “Required Term Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent Consent of each Lender directly affected therebyincluded in any such definition;
(vf) except in connection with a Disposition as expressly permitted hereunder or under Section 8.05any other Loan Document, release, or limit the liability of, any Loan Party without the written Consent of each Lender;
(g) except for Permitted Dispositions, release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent Consent of each Lender directly affected therebyLender;
(vih) release except as provided in Section 2.15, increase the Borrower Aggregate Revolving Commitments or increase the amount of the Term Loan without the written Consent of each Lender;
(i) modify the definition of Permitted Overadvance so as to increase the amount thereof or, except as provided in connection with such definition, the time period for which a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Permitted Overadvance may remain outstanding without the written consent Consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone); Lender;
(viij) subordinateexcept as expressly permitted herein or in any other Loan Document, or have the effect of subordinating, subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or other obligation Lien, as the case may be without the written consent Consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected therebyLender;
(bk) unless also signed by at any time that any Real Estate is included in the Administrative AgentCollateral, no amendmentadd, waiver increase, renew or consent shall affect extend any Credit Extension or Commitment hereunder until the rights or duties completion of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding anything to the contrary herein, flood due diligence,
(il) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with k) without the consent of the applicable Required Revolving Lenders other than Defaulting and the Required Term Lenders), except :
(i) amend Section 2.15 in a manner that (x) would increase the Commitments amount of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, Revolving Commitment Increases available thereunder;
(ii) each Lender is entitled to vote as such Lender sees fit on amend Section 6.01, 6.02, 6.03, 6.10, 6.11, 6.13, 6.15, any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Article VII, or Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and 8.01 or 8.02, or Section 10.04;
(iii) amend the Required Lenders shall determine whether definitions of “Additional Payment Conditions”, “Applicable Percentage”, “Appraised Value”, “Approved Fund”, “Bank Products”, “Bank Products Reserve”, “Base Rate”, “Cash Management Services”, “Default Rate”, “Eligible Assignee”, “Enforcement Action”, “Insolvency Increase Amount”, “Interest Payment Date”, “LIBO Rate”, “Material Adverse Effect”, “Measurement Period”, “Payment Conditions”, “Permitted Dispositions”, “Permitted Overadvance”, “Restricted Payments”, “Reserves” (or not to allow a any defined term included therein), “Revolving Availability”, “Term Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contraryAction Notice”, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).“Term Loan Reserve”, “Unintentional Overadvance”; and
Appears in 1 contract
Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Credit Document, and no consent to any departure by the Borrower Borrowers or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower Borrowers or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative AgentAgents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:that
(a) no such amendment, waiver or consent shall::
(i) extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);;
(ii) postpone any date fixed by this Agreement or any other Loan Credit Document for any payment of principal (excluding mandatory prepayments), interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Credit Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Credit Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the any Borrower to pay interest or Letter of Credit Fees at the Default Rate;;
(iv) change Section 2.13 or Section 9.03 or any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;;
(vi) release the any Borrower or, except in connection with a merger merger, amalgamation or consolidation permitted under Section 8.04 8.04(a) or a an Asset Disposition permitted under Section 8.058.04(b), all or substantially all of the value of the Guaranty Subsidiary Guarantors without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor Subsidiary from the Guaranty is 113 permitted pursuant to Section 10.09 10.10 (in which case such release may be made by the Administrative Agent Agents acting alonetogether); or
(vii) without the prior written consent of each Lender directly affected thereby, subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is not permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;hereunder;
(b) unless also signed by the applicable L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(c) unless also signed by the applicable Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of such Swing Line Lender under this Agreement; and
(d) unless also signed by the applicable Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the such Administrative Agent under this Agreement or any other Loan Credit Document; provided, however, that, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iiiii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and herein, (iiiiv) the Required Lenders shall determine whether or not to allow a Loan Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders, (v) this Agreement may be amended in accordance with Section 3.03, and (vi) as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 11.01, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Credit Documents at the time such amendment, amendment and restatement or other modification becomes effective. Notwithstanding any provision herein to the contrary, (A) if the Domestic Administrative Agent and the Parent Borrower may make amendments contemplated by Section 3.05 acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Credit Document (including the schedules and (B) exhibits thereto), then the Domestic Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).Parent Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement. 114
Appears in 1 contract
01Amendments, Etc. No Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by by, subject to clause (vi) of the second proviso below, the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that:
(a) provided that no such amendment, waiver or consent shall:
(ia) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such each Lender whose Commitment is being extended or increased directly and adversely affected thereby (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or the waiver of any Default or a Event of Default, mandatory prepayment or mandatory reduction in of the Commitments is shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal (excluding mandatory prepayments), interest, repayment premiumsor interest under Section 2.07 or Section 2.08, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled directly and adversely affected thereby, it being understood that the waiver of (or amendment to receive such the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or whose Commitments are to be reducedinterest;
(iiic) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled directly and adversely affected thereby, it being understood that any change to receive such payment the definition of principal, interest, fees Consolidated First Lien Secured Leverage Ratio or other amountsin the component definitions thereof shall not constitute a reduction in the rate of interest or fees; provided, however, that, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(ivd) change any provision of this Section 11.01(a) 10.01 or the definition definitions of “Required Lenders,” and “Required Revolving Credit Lenders”, or Sections 2.13 or 8.04 that would alter the pro rata sharing payments without the written consent of each Lender directly and adversely affected thereby; provided that to the extent necessary to give effect to the incurrence under this Agreement of any Refinancing Subsidiary Debt Term Loans, in no event shall this clause (d) apply to any amendment, waiver or consent made to give effect to any such incurrence;
(ve) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender directly affected therebyLender; provided that any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (e) to the extent such transaction does not result in the release of all or substantially all of the Collateral;
(vif) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guarantees under the Guaranty Agreement in any transaction or series of related transactions, without the written consent of each Lender directly affected thereby, except Lender; provided that any transaction permitted under Section 7.04 or Section 7.05 shall not be subject to this clause (f) to the extent such transaction does not result in the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by all or substantially all of the Administrative Agent acting alone); Guarantees;
(viig) subordinate, waive or have the effect of subordinating, the Obligations hereunder otherwise modify any condition precedent set forth in Section 4.02 with respect to any Credit Extension under the Revolving Credit Facility, any Revolver Specific Provision or any other Indebtedness provision in this Agreement or any other obligation Loan Document that expressly provides for the consent of the Required Revolving Credit Lenders without the written consent of the Required Revolving Credit Lenders; provided, however, that the amendments, modifications, waivers and consents described in this clause (g) shall not require the consent of any Lenders other than the Required Revolving Credit Lenders;
(h) waive or otherwise modify clause (g) above, this clause (h), clause (i) below, clause (vi) in the proviso immediately succeeding clause (i) below or any requirement for the consent of the Required Revolving Credit Lenders to waive or modify any Revolver Specific Provision or any other provision in this Agreement or any other Loan Document that expressly provides for the consent of the Required Revolving Credit Lenders, without the written consent of each Revolving Credit Lender directly and adversely affected thereby; andor
(viiii) subordinate, or have the effect of subordinating, subordinate (x) the Liens securing any of the Obligations with respect to the Revolving Credit Facility on all or substantially all of the Collateral (“Existing Liens”) to the Liens securing any other Indebtedness or other obligationobligations or (y) any Obligations with respect to the Revolving Credit Facility in contractual right of payment to any other Indebtedness or other obligations (any such other Indebtedness or other obligations, except to which such Liens securing any of the Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), unless (A) each adversely affected Revolving Credit Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Revolving Credit Lender) of the Senior Indebtedness on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected Revolving Credit Lender decides to participate in the subordination Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness pursuant to a written offer made to each such adversely affected Revolving Credit Lender describing the material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each adversely affected Revolving Credit Lender for a period of not less than five Business Days or (B) any such Liens subordination is permitted pursuant in connection with a debtor-in-possession financing (or similar financing under applicable law) provided to Section 10.09(bthe Borrower or any other Loan Party in an insolvency proceeding with respect thereto; and provided, further, that (i) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of a L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) only the written consent of the Borrower and CoBank (and no other Lenders, the Administrative Agent, Collateral Agent or any other Person) shall be necessary to waive, add, expand, amend, supplement or otherwise modify any terms of the CoBank Provisions (it being agreed that the CoBank Provisions shall not be amended or modified in a manner materially adverse to the Lenders without the written consent of the Required Lenders, but that only the written consent of Borrower and CoBank (and no other Lenders, the Administrative Agent, Collateral Agent or any other Person) shall be required for any waiver of the terms of the CoBank Provisions); (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; provided(iv) Section 10.07(h) may not be amended, howeverwaived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, thatwaiver or other modification; (v) any amendment or waiver that by its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) will require only the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders; (vi) only the written consent of the Required Revolving Credit Lenders (and no other Lenders, notwithstanding the Administrative Agent, Collateral Agent or any other Person) shall be necessary to waive, add, expand, amend, supplement or otherwise modify any condition precedent set forth in Section 4.02 with respect to any Credit Extension under the Revolving Credit Facility or any Revolver Specific Provision; provided that any Default or Event of Default with respect to the breach of the Financial Covenant shall be subject to the proviso in Section 8.01(b) and Section 8.05, and (vii) the Closing Date Certificate may be updated with the consent of the Borrower and the Administrative Agent (not to be unreasonably withheld) following the Closing Date and on or prior to the Closing Date to reflect circumstances existing on the Closing Date. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Credit Loans, the Incremental Term Loans, if any, and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and, if applicable, the Required Revolving Credit Lenders. Notwithstanding anything to the contrary contained in this Section 10.01, any guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, inconsistencies, omissions, mistakes or defects (including to correct or cure incorrect cross references or similar inaccuracies), (iii) to effect administrative changes of a technical or immaterial nature or (iv) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. Furthermore, with the consent of the Administrative Agent at the request of the Borrower (without the need to obtain any consent of any Lender), any Loan Document may be amended to cure ambiguities, inconsistencies, omissions, mistakes or defects (including to correct or cure incorrect cross references or similar inaccuracies). Notwithstanding anything in this Section 10.01 to the contrary, (a) technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to integrate any Incremental Facilities, Refinancing Revolving Credit Commitments, Refinancing Term Loans, Refinancing Subsidiary Debt Term Loans, Extended Term Loans or Extended Revolving Credit Commitments, (ii) to integrate or make administrative modifications with respect to borrowings and issuances of Letters of Credit, (iii) to integrate and terms or conditions from any Incremental Facility Amendment that are more restrictive than this Agreement in accordance with Section 2.14(d) and (iv) to make any amendments permitted by Section 1.03 and to give effect to any election to adopt IFRS and (b) without the consent of any Lender or L/C Issuer, the Loan Parties, the Administrative Agent or the Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into (w) any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties to give effect to, or protect any security interest for benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document, (x) any applicable intercreditor agreement contemplated by this Agreement, in each case with the holders of Indebtedness permitted by this Agreement to be secured by the Collateral or (y) any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument herein or in any other Loan Document, to the extent necessary to give effect to the incurrence under this Agreement of any refinancing of Prepetition Subsidiary Debt and/or Prepetition Second Lien Notes with Indebtedness in the form of term loans, so long as such Indebtedness is permitted under Section 7.03 hereof and the liens securing such Indebtedness (including priority thereof) is permitted under Section 7.01 hereof. Without limitation of the foregoing, the Borrower may, without the consent of any Lenders, upon delivery to the Administrative Agent (i) increase the interest rates (including any interest rate margins or interest rate floors), fees and other amounts payable to any Class or Classes of Lenders hereunder, (ii) increase, expand and/or extend the call protection provisions and any “most favored nation” provisions benefiting any Class or Classes of Lenders hereunder (including, for the avoidance of doubt, the provisions of Section 2.05(a)(iv) and 2.14(b)(ii) hereof) and/or (iii) with the consent of the Administrative Agent, modify any other provision hereunder or under any other Loan Document in a manner, as determined by the Administrative Agent in its sole discretion, more favorable to the then-existing Lenders or Class or Classes of Lenders, in each case in connection with the issuance or incurrence of any Incremental Facilities or other Indebtedness permitted hereunder, where the terms of any such Incremental Facilities or other Indebtedness are more favorable to the lenders thereof than the corresponding terms applicable to other Loans or Commitments then existing hereunder, and it is intended that one or more then-existing Classes of Loans or Commitments under this Agreement share in the benefit of such more favorable terms in order to comply with the provisions hereof relating to the incurrence of such Incremental Facilities or other Indebtedness; provided that the Administrative Agent will have at least five Business Days (or such shorter period to which the Administrative Agent may consent in its reasonable discretion) after written notice from the Borrower to provide such consent and may, in its sole discretion, provide written notice to the Lenders regarding any such proposed amendment. Notwithstanding anything to the contrary herein, in connection with any determination as to whether the Required Lenders have (iA) no Defaulting consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender shall have to undertake any right action (or refrain from taking any action) with respect to approve or disapprove under any amendmentLoan Document, waiver or consent hereunder any Lender (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).a
Appears in 1 contract
Sources: Credit Agreement (Frontier Communications Parent, Inc.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the U.S. Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the U.S. Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or (c)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) extend or increase the Revolving Credit Commitment of a any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to the second proviso to this Section 11.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment amount;
(e) change (i) Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of principalpayments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Revolving Credit Commitments or any prepayment of Revolving Credit Loans from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), interestrespectively, fees or other amounts; provided, however, that, only in any manner that materially and adversely affects the Lenders without the prior written consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default RateLenders;
(ivf) change (i) any provision of this Section 11.01(a) 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(f)), without the written consent of each Lender directly affected thereby;
or (vii) except in connection with a Disposition permitted under Section 8.05, release all or substantially all the definition of the Collateral “Required Lenders,” without the written consent of each Lender directly affected therebyunder the applicable Facility;
(vig) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
(viii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)Guaranty, without the written consent of each Lender directly affected therebyLender;
(bh) unless also signed by impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; or
(i) add additional currencies as Foreign Currencies in which Multicurrency Revolving Credit Loans may be made under this Agreement without the written consent of the Administrative AgentAgent and all the Multicurrency Lenders; and provided, further, that (i) no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) the Fee Letters may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitments Revolving Credit Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender. If any Lender and (y) any does not consent to a proposed amendment, waiver, amendment consent or modification requiring release with respect to any Loan Document that requires the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote and that has been approved by the Required Lenders, the U.S. Borrower may replace such non-consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) a result of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments assignment contemplated by such Section 3.05 and (B) together with all other such assignments required by the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(dU.S. Borrower to be made pursuant to this paragraph).
Appears in 1 contract
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherthat, that:
(a) no such amendment, waiver or consent shall:
(ia) extend or increase the any Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension of or increase in Commitments any Commitment of any Lender);
(iib) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to any Lender hereunder or under such other Loan Document without the Lenders written consent of such Lender entitled to such payment;
(c) reduce the principal of, or the rate of interest specified herein on, any of themLoan or L/C Disbursement, or (subject to clause (iv) or any scheduled or mandatory reduction of the Commitments final proviso to this Section 11.01) any fees or other amounts payable to any Lender hereunder or under any other Loan Document without the written consent of each such Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, the rate of interest specified herein on or the repayment premium specified herein on any Loan, or any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, only the consent of the Required Lenders shall be necessary to amend (i) the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate, or (ii) any financial covenant hereunder (or any defined term used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder;
(ivd) change Section 2.12(f), Section 2.13, Section 8.03 or any other provision hereof relating to the pro rata sharing of payments among the Lenders in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender that is directly and adversely affected thereby;
(e) change (i) any provision of this Section 11.01(a) 11.01, or the definition of “Required Lenders,” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder or without the written consent of each Lender, or (ii) the definition of “Required Revolving Lenders” without the written consent of each Lender directly affected therebyRevolving Lender;
(vf) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender directly affected therebyLender;
(vig) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); ;
(viii) subordinate, or have enter into any amendment, waiver or consent having the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; and
obligation, (viiiii) subordinate, or have enter into any amendment, waiver or consent having the effect of subordinating, the Liens securing the Secured Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone)each case, without the written consent of each Lender directly affected thereby;Lender; or
(bi) unless also signed by release the Administrative AgentBorrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the written consent of each Lender; provided, further, that, notwithstanding anything herein to the contrary: (i) no amendment, waiver or consent shall shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided(iv) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding anything to in a writing executed only by the contrary herein, parties thereto; (iv) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments any Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender Lender, and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (iivi) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and herein; (iiivii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding ; (viii) in order to implement any provision herein Incremental Facility in accordance with Section 2.02(g), this Agreement and any other Loan Document may be amended as set forth in Section 2.02(g); (ix) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrower, the other Loan Parties and the relevant lenders providing such additional credit facilities to add one or more additional credit facilities to this Agreement, to permit the contraryextensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; (x) if following the Closing Date, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) shall have jointly identified an inconsistency, obvious error or omission, in each case, of a technical or immaterial nature, in any provision of the Loan Documents, then the Administrative Agent and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof; (xi) this Agreement may make amendments contemplated be amended (or amended and restated) without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment (or such amendment and restatement), such Lender shall no longer be a party to this Agreement (as so amended (or amended and restated)), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligations hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents; (xii) this Agreement or any other Loan Document may be amended as set forth in Section 3.03, including in order to implement any LIBOR Successor Rate and/or any LIBOR Successor Rate Conforming Changes; (xiii) the L/C Commitment of any L/C Issuer may be modified from time to time by Section 2.14(d)agreement between such L/C Issuer and the Borrower and notified to the Administrative Agent.
Appears in 1 contract
Sources: Exhibit (AeroVironment Inc)
01Amendments, Etc. No (a) Subject to Section 3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent Consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Agent, with the Consent of the Required Lenders Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent Consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) as to any Lender, postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including the Maturity Date) of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (hereunder or under any of themthe other Loan Documents without the written Consent of such Lender, or (ii) or any scheduled or mandatory reduction or termination of the Aggregate Revolving Commitments hereunder or under any other Loan Document Document, without the written consent Consent of each Lender entitled to receive such payment or whose Commitments are to be reducedLender;
(iii) as to any Lender, reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing held by such Lender, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document to or for the account of such Lender, without the written consent Consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsLender; provided, however, that, that only the consent Consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (iv)as to any Lender, change Section 2.13 or Section 8.03 in a manner that would alter the order of payments therein or the pro rata sharing of payments required thereby without the written Consent of such Lender;
(ivv) change any provision of this Section 11.01(a) or the definition of “Required Lenders”, “Required Supermajority Lenders” or any other provision hereof or of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or thereunder, without the written consent Consent of each Lender directly affected therebyLender;
(vvi) except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the written Consent of each Lender;
(vii) except for Permitted Dispositions or as provided in connection with a Disposition permitted under Section 8.059.10, release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent Consent of each Lender directly affected therebyLender;
(viviii) release increase any advance rate percentage set forth in the Borrower definition of the terms “Canadian Borrowing Base”, or “Domestic Revolving Borrowing Base” without the written Consent of each Lender; or otherwise change the definition of the terms, “Canadian Borrowing Base” or “Domestic Revolving Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased without the written Consent of the Required Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any Reserves;
(ix) modify the definition of Permitted Overadvance so as to increase the amount thereof or, except as otherwise provided in connection with such definition, the time period for which a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty Permitted Overadvance may remain outstanding without the written consent Consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone)Lender; and
(viix) subordinateexcept as expressly permitted herein or in any other Loan Document, or have the effect of subordinating, subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or other obligation Lien, as the case may be without the written consent Consent of each Lender directly affected therebyLender; and
; provided further, that (viiii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall Consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the Administrative L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or Consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document; providedand (iv) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent Consent hereunder (and any amendment, waiver or consent which by its terms requires the consent Consent of all Lenders or each affected Lender may be effected with the consent Consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent Consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent Consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (Rh)
01Amendments, Etc. No (a) Subject to Sections 3.03(b) and the last paragraph of this Section 11.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(i) extend or increase the Revolving Commitment of a any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Revolving Commitments is not considered an extension or increase in Revolving Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)) of principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reducedpayment;
(iii) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (D) of the second proviso to this Section 11.01(a)) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(iv) change any provision (i) Section 8.03 or Section 2.13 in a manner that would have the effect of this Section 11.01(a) altering the ratable reduction of Revolving Commitments, pro rata payments or the definition pro rata sharing of “Required Lenders” payments required hereunder without the written consent of each Lender directly affected thereby;
Lender, (vii) except Section 2.12(f) in connection with a Disposition permitted under Section 8.05, release all or substantially all of manner that would alter the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty pro rata application required thereby without the written consent of each Lender directly affected thereby, (iii) or subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation, or (iv) or subordinate, or have the effect of subordinating, the Liens securing the Obligations to any Lien securing other Indebtedness or other obligations (except as expressly permitted by Section 9.10, as in effect on the Closing Date), in each case, without the written consent of each Lender;
(v) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(vi) release, or have the effect of releasing, all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(vii) release, or have the effect of releasing, all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Guarantor Subsidiary from the Guaranty is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby; andor
(viii) subordinate, release the Borrower or have permit the effect Borrower to assign or transfer any of subordinating, its rights or obligations under this Agreement or the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), Loan Documents without the written consent of each Lender directly affected thereby;
Lender; provided, further, that (bA) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (D) any Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto.
(b) Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender Lender, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (xA) the Commitments Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (yB) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender Lender, that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, ; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Fourth Amendment Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party Company therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, Company and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) interest or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on or the repayment premium specified herein on on, any Loan, or (subject to clause (iii) of the penultimate proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsamount; provided, however, that, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower Company to pay interest at the Default Rate;
(ive) change Section 8.03 or any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby; or
(f) change any provision of this Section 11.01(a) 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected therebyLender; and
(viii) subordinate, provided further, that no amendment, waiver or have the effect of subordinatingconsent shall, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (unless in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also writing and signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, howeverfurther, thatthe Administrative Agent may, notwithstanding with the consent of the Company only, amend, modify or supplement this Agreement and any related documents executed by the Company to cure any ambiguity, omission, defect or inconsistency, in Conagra/Mizuho Term Loan Agreement (2025) 50 each case, of a technical or immaterial nature so long as (x) such amendment, modification or supplement does not directly adversely affect any right of any Agent or Lender, and (y) the Required Lenders shall not have objected in writing within five (5) Business Days of such amendment. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more disproportionately adversely than relative to other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
01Amendments, Etc. No Subject to Section 2.16(e) and Section 3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, any Loan or the repayment premium specified herein on any LoanL/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ive) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;Lender; or
(vg) except in connection accordance with a Disposition permitted under Section 8.059.10, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vi) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender directly affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.09 (in which case such release may be made by the Administrative Agent acting alone);
(vii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent of each Lender directly affected therebyLender; and
, provided further, that (viiii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; providedand (iv) the Fee Letter may be amended, howeveror rights or privileges thereunder waived, that, notwithstanding in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (A) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.05 and (B) the Administrative Agent and the Required Lenders may make amendments contemplated by Section 2.14(d).
Appears in 1 contract
Sources: Credit Agreement (Aar Corp)
01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders Lender and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, furtherhowever, that:
(a) that no such amendment, waiver or consent shall:
(ia) waive any condition set forth in Section 4.01 without the written consent of each Lender;
(b) extend or increase the Commitment of a any Lender (or reinstate any Commitment terminated pursuant to Section 9.028.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Sections 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iic) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments)principal, interest, repayment premiums, fees (including exit fees) or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments Lender hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduceddirectly affected thereby;
(iiid) reduce the principal of, or the rate of interest specified herein on on, the Loan or (subject to clause (ii) of the repayment premium specified herein on any Loan, or second proviso to this Section 10.01) any fees (including exit fees) or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on the Loan or any fee payable hereunder without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amountsdirectly affected thereby; provided, however, that, that only the consent of the Required Lenders Lender shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate”;
(ive) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of ▇▇▇▇▇▇;
(f) change any provision of this Section 11.01(a) Section, definition or the definition of “Required Lenders” any other provision hereof relating to approvals or actions required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby▇▇▇▇▇▇;
(v) except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby;
(vig) release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, (x) all or substantially all of the value of the Guaranty or (y) all or substantially all of the Collateral in any transaction or series of related transactions, each case, without the written consent of each Lender directly affected therebyLender, except to the extent the release of any Guarantor or Collateral is permitted pursuant to Section 10.09 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(viih) subordinate, release Borrower or have permit Borrower to assign or transfer any of its rights or obligations under this Agreement or the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation Loan Documents without the written consent of each Lender directly affected therebyLender; and
(viii) subordinate, or have the effect of subordinatingprovided further, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, except to the extent the subordination of any such Liens is permitted pursuant to Section 10.09(b) (in which case such subordination may be made by the Administrative Agent acting alone), without the written consent of each Lender directly affected thereby;
(b) unless also signed by the Administrative Agent, that no amendment, waiver or consent shall shall, unless in writing and signed by the Administrative Agent in addition to the Lender required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that, notwithstanding . Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders Lender or each affected Lender may be effected with the consent of the applicable Lenders Lender other than Defaulting LendersLender), except that (x) the Commitments Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders Lender shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, (iia) each this Agreement may be amended and restated without the consent of any Lender is entitled (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to vote as such amendment and restatement, such Lender sees fit on any bankruptcy reorganization plan that affects shall no longer be a party to this Agreement (as so amended and restated), the Loans Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement, and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding any provision herein to the contrary, (Ab) the Administrative Agent may amend or modify this Agreement and any other Loan Document to (i) to cure any ambiguity, omission, mistake, defect or inconsistency therein or (ii) grant a new Lien for the Borrower may make amendments contemplated by Section 3.05 and (B) benefit of the Administrative Agent and Secured Parties, extend an existing Lien over additional property for the Required Lenders may make amendments contemplated by Section 2.14(d)benefit of the Secured Parties or join additional Persons as Loan Parties.
Appears in 1 contract