Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly and negatively affected, (i) Extend the timing for or reduce (x) the final scheduled maturity of any Loan or Note,(y) the First Reduction Date or any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents), (iii) an increase in or extension of any Lender’s Commitment; (iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so, (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date), (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement, (vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty, (viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent. (b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution. (c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document. (d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Baltic Trading LTD)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors party thereto Borrowers and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
modified in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of or interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral Subsidiary Guarantors from their respective obligations under the Subsidiaries Guaranty (except except, in each case, as expressly provided in permitted by the Credit Documents),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Commitments on the Effective Date), (viv) reduce the percentage specified in amend the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Commitments Revolving Loans are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by any of the Borrower or any Subsidiary Guarantor Borrowers of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of (x) Term Loans, without the consent of the Majority Lenders holding Term Loan Commitments or (y) Revolving Loans, Swingline Loans, Competitive Bid Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (2) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent the Administrative Agent, or (C6) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations Majority Lenders of the Security Agentrespective Tranche effected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Borrowers shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.15 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), Commitments and/or repay the all outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, ; provided further, that in any event the Borrower Borrowers shall not have the right to replace a Lender, terminate such Lender’s Commitment Lender or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders (except that additional parties may be added to, and Subsidiaries of the U.S. Borrower may be released from, the various Guaranties and Security Documents in accordance with the provisions thereof, without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
modified, (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release or terminate any Guaranty provided by the U.S. Borrower or either German Borrower, (iii) release all or substantially all of the Collateral (except as expressly provided in the Credit 200 Documents),
(iii) an increase in or extension of any Lender’s Commitment;
under all the Security Documents, (iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections set forth in the proviso below to such additional extensions of all the Lenders to do so,
credit), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Au) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (Bv) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect and except as expressly provided in Section 4.05, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser pre-payment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Lenders of the respective Tranche, waive, or decrease the amount of, any U.S. Borrower Tranche A Scheduled Repayment, German Borrower Tranche A Scheduled Repayment, Delayed Draw Scheduled Repayment, Tranche B Scheduled Repayment or Tranche C Scheduled Repayment or extend the date on which the respective Scheduled Repayment is required to be made.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the U.S. Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the U.S. Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the U.S. Borrower shall not have the right to replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (6) except in cases where additional extensions of term loans are being afforded substantially the -113- 115 same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) reduce the amount of, or extend the date of, any Tranche A Term Loan Scheduled Repayment without the consent of Supermajority Lenders holding Tranche A Term Loans, or reduce the amount, or extend the date of, any Tranche B Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Tranche B Term Loans, or amend the definition of Supermajority Lenders without the consent of the Supermajority Lenders holding both Tranche A Term Loans and Tranche B Term Loans (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Lenders consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), 's Commitments and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Amendment or Waiver; etc. (a) Neither Except as otherwise set forth in this Agreement or any other Credit Document and subject to Section 3.05(b), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), the Credit Party Guarantee, the First Lien/Second Lien Intercreditor Agreement, the ABL/Fixed Asset Intercreditor Agreement or the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders, ); provided that no such change, waiver, discharge or termination shall, shall (i) without the prior written consent of each Lender (other than a Defaulting Lenderand Issuing Bank, if applicable) directly and negatively affected,
(i) Extend affected thereby, extend the timing for or reduce (x) the final scheduled maturity applicable Maturity Date of any Loan Revolving Commitment, extend the U.S. Tranche B Maturity Date of the U.S. Tranche BLoans or Note,(y) Revolving Commitments or increase the First Reduction Date or Revolving Commitments of any Subsequent Reduction Date, (z) any scheduled payment Lender over the amount thereof then in connection with the Loans or any part thereof set forth on Schedule VIIIeffect, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note Fees thereon or Commitment Commission reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (except (x) in connection with the waiver it being understood that waivers or modifications of applicability conditions precedent, Defaults or Events of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement Default shall not constitute a reduction in or extension of the rate time of payment of interest for purposes or Fees thereon of this clause (i)any Lender), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any or subordinate (other than with respect to Fixed Asset Priority Collateral pursuant to the terms of the ABL/Fixed Asset Intercreditor Agreement and Section 12.13(a)) the Lien in favor of the Collateral Agent on, all or substantially all of the Collateral under all the Security Documents, without the prior written consent of each Lender (it being understood that the occurrence of a Crossing Lien Event and each transaction consummated in connection therewith shall not constitute a release hereunder), (iii) release all or substantially all of the value of the Credit Party Guarantee without the prior written consent of each Lender or, except as otherwise expressly provided herein or in the Credit Documents),
Documents or release any Borrower with respect to whom any Credit Extension is then outstanding, without the prior written consent of each Lender, (iiiiv) an increase in reduce the amount of, or extend the payment for, any required mandatory prepayments of principal hereunder (it being understood that waivers or modifications of conditions precedent, Defaults or Events of Default, Cash Dominion Periods (or the thresholds or time periods for entering or exiting a Cash Dominion Period) shall not constitute reduction or extension of any Lender’s Commitment;
the time of payment of such principal) without the prior written consent of each Lender directly affected thereby, (ivv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 10.11, or any provision of this Section 11.13 12.10(a) (except for amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Second Restatement Effective Date and amendments to effect the provisions of Sections 2.19 or of any other Section that expressly requires 2.21), in each case, without the prior written consent of all each Lender, (vi) reduce the percentage specified in the definitions of "Required Class Lenders", "Required Lenders" or "Supermajority Revolving Lenders" without the prior written consent of each Lender (it being understood that, with the prior written consent of the Required Class Lenders of a given Class, Required Lenders or Supermajority Revolving Lenders, as applicable, additional extensions of credit pursuant to do so,
this Agreement may be included in the determination of the Required Class Lenders of such Class, Required Lenders or Supermajority Revolving Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included on the Second Restatement Effective Date), (vvii) reduce the percentage specified in the definition of "North American Minimum Requirement" without the prior written consent of each Lender,[reserved], (viii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement without the consent of each Lender or, (ix) affect any waiver, amendment or modification of this Agreement that by its terms affects the rights and duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) without an agreement or agreements in writing entered into by the Company and the Required Class Lenders with respect to the Lenders holding Loans or Commitments of such affected Class or (x) contractually subordinate the Obligations without the consent of each Lender; provided, further, that no such change, waiver, discharge or termination shall (1) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 11 or any other provision as same relates to the rights or obligations of such Agent, (2) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (3) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the such Issuing Bank or such Swingline Lender, (4) (x) without the prior written consent of the Supermajority Ex-FILORevolving Lenders, change the definition of the terms "U.S. Tranche A Borrowing Base," "Canadian Borrowing Base," "Dutch Borrowing Base" or "Borrowing Base" or any component definition thereof (including, without limitation, the definitions of "Eligible Accounts", "Eligible In-Transit Inventory", "Eligible Insured and Letter of Credit Backed Accounts", "Eligible Inventory", "Eligible Investment Grade Accounts", "Eligible Equipment" and "Eligible Fee-Owned Real Estate") if, as a result of such change, the amounts available to be borrowed by the Borrowers would be increased or add any new classes of eligible assets thereto, (y) without the prior written consent of the Supermajority Tranche B Lenders, change the definition of the term "U.S. Tranche B Borrowing Base" or any component definition thereof (including, without limitation, the definitions of "Eligible Accounts", "Eligible In-Transit Inventory", "Eligible Insured and Letter of Credit Backed Accounts", "Eligible Inventory" and "Eligible Investment Grade Accounts") if, as a result of such change, the amounts available to be borrowed by the Borrowers would be increased or add any new classes of eligible assets thereto, provided that, in each case of clauses (x) and (y), any change to a component definition of the terms enumerated in clause (y) which are component definitions of the term "U.S. Tranche A Borrowing Base", may not be changed without the prior written consent of the Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (5) without the prior written consent of each Lender in respect of the Ex-FILO Subfacilities, (a)Revolving Facility, increase the percentages set forth in the terms "Canadian Borrowing Base," "Dutch Borrowing Base," and "U.S. Tranche A Borrowing Base" or, and (b6) without the prior written consent of each Revolving Lender, reduce the percentage specified in the definitions of "Supermajority Ex-FILORevolving Lenders" (it being understood that, with the prior written consent of the Required Supermajority Ex-FILORevolving Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Supermajority Ex-FILORevolving Lenders, on substantially the same basis as the extensions of Loans and Ex-FILO Revolving Commitments are included on the Closing Second Restatement Effective Date),
) and (vi6) without the prior written consent to of each Lender in respect of the assignment U.S. Tranche B Subfacility, (a) increase the percentages set forth in the term "U.S. Tranche B Borrowing Base" or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viiib) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction percentage specified in the Commitments shall not constitute an increase definitions of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent."Supermajority Tranche B Lenders"..
Appears in 1 contract
Sources: Restatement Agreement (SunOpta Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Obligor party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) the First Reduction Date or any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIINote, or reduce the rate of interest or reduce fees or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the definitions of "Leverage Ratio" and "Reduction Discount" set forth in this Agreement or to Section 1.02 may not result in a reduction in any rate of interest or fees for the purposes of this clause (i) without the consent of each Lender),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Loan Documents),
) under all the Collateral Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
10.05, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each the Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent Article 7 or any other provision as same relates to the rights or obligations of such Agent or the Agent, (C3) without the consent of the Security AgentSwingline Lender, amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of other RL Lenders to fund Mandatory Borrowings), (4) without the consent of each LC Issuing Bank, amend, modify or waive any provision of Section 2.16 or alter its rights or obligations with respect to Letters of Credit, (5) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Security AgentMajority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches pursuant to Section 2.10 or 2.11 (excluding Sections 2.10(b) and (c)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (6) without the consent of the Supermajority Lenders of the respective Tranche, amend the definition of Supermajority Lenders or waive or decrease the amount of any Scheduled Repayment of such affected Tranche.
(b) If, in connection with any proposed changechange to, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a10.05(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 8.06 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a)termination, provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a10.05(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Tekni Plex Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date timing for or reduce the principal amount of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIScheduled Repayment, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
14.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (Au) without the consent of the Required First Priority Term Loan Lenders and the Required Second Priority Term Loan Lenders, amend, modify or waiver any provision of Section 12 (or any definition to the extent used therein) or any provision of the Intercreditor Agreement (or any definition to the extent used therein) (v) affect the rights and benefits of a single class of Lenders (and not all Lenders in a like or similar manner) without the consent of the Required First Priority Term Loan Lenders (if such Lenders are the affected class) or the Required Second Priority Term Loan Lenders (if such Lenders are the affected class), as the case may be, (w) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bx) without the consent of each Agent, amend, modify or waive any provision of Section 10 13 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cy) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security AgentCollateral Agent or (z) without the consent of the Required Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction (other than a Scheduled Repayment), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(aSections 14.12(a) and 14.12(c), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's First Priority Term Loan Commitment or Second Priority Term Loan Commitment (if such Non-Consenting Lender’s 's consent is required as a result of its First Priority Term Loan Commitment or Second Priority Term Loan Commitment, as the case may be), and/or repay the outstanding Loans and terminate any outstanding First Priority Term Loan Commitments or Second Priority Term Loan Commitments, as the case may be, of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(iv), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Second Priority Term Loan Commitment or First Priority Term Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a14.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Borrower, the Administrative Agent and each of the Borrower may amend any Credit Document Lenders hereby agree that, upon the occurrence of the repayment in full of all outstanding Second Priority Term Loans (if any) and the termination of the Total Second Priority Term Loan Commitments on or prior to correct administrative errors or omissionsMay 30, or 2003, this Agreement will be amended to effect administrative changes that are not adverse to any Lender. Notwithstanding anything delete all references to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision Second Priority Term Loans and Second Priority Term Loan Commitments in this Section 11.13, an amendment or waiver which relates a manner reasonably satisfactory to the rights or obligations of Borrower, the Administrative Agent may not be effected without the consent and each of the Administrative AgentLenders.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity Date or extend the duration of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIInterest Period beyond six months, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (yexcept to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and Credit-Linked Commitments on the Restatement Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Credit-Linked Commitments are included on the Closing Restatement Effective Date),
, (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor Credit Agreement Party of any of its respective rights and obligations under this Agreement,
, or (viivi) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Credit Agreement Party Guaranty or waive compliance by any Credit Agreement Party with its payment obligations under its Credit Agreement Party Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (Ap) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Br) without the consent of each Issuing Lender affected and Bank Guaranty Issuer thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Bank Guaranties, (s) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (t) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cu) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (v) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (w) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date), (x) except in cases where additional extensions of credit are being afforded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14; (y) without the consent of the Supermajority Lenders of the respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date) or (z) without the consent of (A) the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the Deposit Bank or (B) the Intermediate Holdco Paying Agent, amend, modify or waive any provision relating to the rights or obligations of the Intermediate Holdco Paying Agent. Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as may be reasonably requested by the U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in good faith by the U.S. Borrower) at any time does not exceed $5,000,000.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Holdings shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Holdings if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments (and related Obligations and, if applicable, Credit-Linked Deposits) and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate each Credit-Linked Commitment and/or Incremental Term Loan Commitment of such Nonnon-Consenting Lender’s Commitment consenting Lender (if such Non-Consenting Lender’s 's consent is required as a result of its such Credit-Linked Commitment and/or Incremental Term Loan Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a)4.01, provided that, unless the Commitments that which are terminated and/or the and Loans that and other Obligations which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, further, that in any event the Borrower Holdings shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans or other Obligations solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereinin clause (a) above of this Section 13.12, the respective Borrower, the Administrative Agent and each Incremental Loan Lender may, in accordance with the provisions of Section 1.15, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Incremental Loan Lender of such Incremental Term Loan Commitment Agreement, such amendment shall become effective without any further consent Incremental Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of any other party to such Credit Documentclause (a) above of this Section 13.12.
(d) Notwithstanding any other provision in this For purposes of Section 11.1313.12(a), an amendment or waiver which relates (i) a Voting Participant shall be deemed to be a "Lender" holding the rights or obligations portion of the Administrative Agent may not Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of a given Tranche of any Lender (other than a Defaulting Lender) in which it purchased a participation (and to have the voting rights of such Lender for the respective such Tranche) and (ii) a Lender (other than a Defaulting Lender) which has sold a participation in a portion of its Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of any Tranche to a Voting Participant shall be effected without the consent deemed to hold a Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment or outstanding Term Loans of the Administrative Agentrespective Tranche, as the case may be, in each case, as reduced by the amount of the participations therein sold to a Voting Participant.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) directly and negatively affected,
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First timing for or reduce the principal amount of any Scheduled Term Amortization Payment Amounts and/or Scheduled Revolving Commitment Reduction Date Amounts (or any Subsequent Reduction Date, (z) any scheduled payment in connection with definition used therein to the Loans or any part thereof set forth on Schedule VIIIextent used therein), or reduce the rate or reduce or extend the time of payment of interest or any fees on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Initial Borrowing Date)) or change 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,
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(viivi) substitute or replace the Parent Guarantor, Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the relevant Guaranty,, and
(viiivii) reduce amend, modify or waive Sections 2.06, 11.04 and 11.06, the Applicable Margin definition of “Pro Rata Share” or reduce Section 4.05 in a manner that would alter the amount of any payment of principal, interest, fees or commissionpro rata treatment thereof; provided, further, that no such change, waiver, discharge or termination shall (A) increase increase, extend or extend reinstate (following cancellation) the Commitments of any Lender over the amount thereof then in effect without the written consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the written consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the written consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note beyond the First Reduction Date or any Subsequent Reduction Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate of interest or reduce Fees or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i),
), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase release a Subsidiary Guarantor from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or extension in connection with the sale of any Lender’s Commitment;
such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
12.12, (v) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase in of the Commitment of such LenderBank), (B2) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 11 or any other provision as same relates to the rights or obligations of such Agent or the Agents, (C3) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) without the consent of each Bank (other than a Defaulting Bank (as defined in the Existing Credit Agreement)) under, and as defined in, the Existing Credit Agreement, provide additional extensions credit to the Borrower secured by any Liens on the Collateral superior to the existing Liens in favor of the Collateral Agent on behalf of the Existing Secured Creditors (as defined in the respective Security AgentDocument) pursuant to the Security Documents (as in effect on the Effective Date), (5) extend the Maturity Date without the consent of those Non-Defaulting Lenders (as defined in the Existing Credit Agreement) constituting the Required Banks under, and as defined, in the Existing Credit Agreement, if the percentage "50%" contained in the definition thereof was changed to "66-2/3%" or (6) except in cases where additional extensions of loans are being afforded substantially the same treatment afforded to the Loans pursuant to this Agreement as originally in effect, without the consent of the Supermajority Banks amend or modify the definition of Supermajority Banks or reduce the required application of any prepayments or repayments (or commitment reductions) pursuant to Section 3.02.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting Lenders consenting Banks whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (consenting Bank or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting Lender’s Commitment consenting Bank's Commitments (if such Non-Consenting Lender’s Bank's consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(aCommitments), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or the outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders Banks (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 11.13(a12.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate of interest or reduce Fees or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i),
), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase release a Subsidiary Guarantor from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or extension in connection with the sale of any Lender’s Commitment;
such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (v) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Restatement Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Au) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase in of the Commitment of such LenderBank), (Bv) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Agents, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
, (by) If, in connection with any proposed change, waiver, discharge or termination to any without the consent of the provisions Majority Banks of this Agreement each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as contemplated by clauses a result of the actions described below (i) through (vior without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), inclusiveamend the definition of Majority Banks (it being understood that, of the first proviso to Section 11.13(a), with the consent of the Required Lenders is obtained but Banks, additional extensions of credit pursuant to this Agreement may be included in the consent determination of one the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or more alter the required application of such other Lenders whose consent is required any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Banks may waive, in whole or in part, any such Lenderprepayment, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the rightrepayment or commitment reduction, so long as all Non-Consenting Lenders whose individual consent the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required are treated as described in either clauses (ito be made is not altered) or (iiz) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative AgentSupermajority Banks of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment or without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
modified in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (it being understood and agreed that any Subsequent Reduction Date, (z) proviso to the definition of any scheduled payment in connection Maturity Date may be modified with the Loans or any part consent of the Supermajority Lenders of the respective Tranche so long as the effect thereof is not to extend the respective Maturity Date beyond the date set forth on Schedule VIIIin the respective definition (before giving effect to the proviso thereto)), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as otherwise expressly provided in the Credit Security Documents),
, release all or substantially all of the Collateral under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the B Term Loans, C Term Loans and/or the Revolving Loan Commitments on the Effective Date), (viv) reduce modify the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of B Term Loans, C Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each AgentIssuing Lender, amend, modify or waive any provision of Section 10 as same applies 2 or alter its rights or obligations with respect to such Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent or Agent, (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (6) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or (8) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any Scheduled B Repayment, Scheduled C Repayment or Scheduled Incremental TL Repayment (except that, if additional Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (8)), modify any proviso to the definition of the respective Maturity Date applicable to such Tranche, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above, if the Maturity Date applicable to the B Term Loans or any Revolving Loan Commitments occurs prior to the date set forth in the respective definition of Maturity Date applicable thereto by reason of the operation of the proviso to such definition, then no changes, waivers, discharges or terminations to this Agreement or any other Credit Document shall be effective after the occurrence of the respective such Maturity Date unless same has been consented to by those Lenders who would constitute the Required Lenders after the occurrence of the respective such Maturity Date (and after giving effect to the repayment of all Obligations required to be paid on such date).
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), Commitments and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent in clause (a) above of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.1313.12, an amendment or waiver which relates to the rights or obligations of respective Borrower, the Administrative Agent and each Incremental Term Loan Lender or Incremental RL Lender, as the case may not be effected without be, may, in accordance with the consent provisions of Sections 1.15 and 1.16, enter into an Incremental Term Loan Commitment Agreement or Incremental RL Commitment Agreement, as the case may be, provided that after the execution and delivery by the respective Borrower, the Administrative AgentAgent and each such Incremental Term Loan Lender or Incremental RL Lender, as the case may be, of such Incremental Term Loan Commitment Agreement or Incremental RL Commitment Agreement, as the case may be, such Incremental Term Loan Commitment Agreement or Incremental RL Commitment Agreement, as the case may be, may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
Appears in 1 contract
Sources: Credit Agreement (Bway Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated maturity of any Letter of Credit or Bank Guaranty beyond the Revolving Loan Maturity Date or extend the duration of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIInterest Period beyond six months, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (yexcept to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Tranche A Term Loans, Tranche B Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor Credit Agreement Party of any of its respective rights and obligations under this Agreement,
, (vi) amend, modify or waive any provision of Section 8.22 or the Capital Call Agreement in any manner adverse to the interests of any Lender or (vii) substitute release the Holdings Guaranty or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the U.S. Borrower's Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Ap) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (q) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Br) without the consent of each AgentIssuing Lender affected thereby, amend, modify or waive any provision of Section 10 2A or alter its rights or obligations with respect to Letters of Credit, (s) without the consent of each Bank Guaranty Issuer affected thereby, amend, modify or waive any provision of Section 2B or alter its rights or obligations with respect to Bank Guaranties, (t) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cv) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (w) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to Section 1.14 (as originally in effect) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14 or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (z)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to (i) enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents entered into by any Columbian Subsidiary Guarantor as may be required to give effect to the purposes of Section 8.24 and (ii) enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Holdings shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Holdings if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments (and related Obligations) and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate each Tranche of Revolving Loan Commitment of such Nonnon-Consenting Lender’s Commitment consenting Lender (if such Non-Consenting Lender’s 's consent is required as a result of such Tranche of its Revolving Loan Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a)4.01, provided that, unless the Commitments that which are terminated and/or the and Loans that and other Obligations which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, provided further, that in any event the Borrower Holdings shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans or other Obligations solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents),
) under all the Security Documents or (y) all or substantially all of the Guarantors from the Subsidiaries Guaranty, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (v) amend or modify Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor Credit Agreement Party of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower Agreement or any Subsidiary Guarantor or release any Subsidiary Guarantor from other Credit Document (except in accordance with the Guaranty,
(viiiterms hereof) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (At) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any 162 Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bu) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the respective Agent, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cx) without the consent of the Security Supermajority Lenders of a relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (x)), (y) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, on and after the Term Loan Commitment Termination Date, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Revolving Loan Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting Lender’s 's consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent's consent and/or cash collateralize its applicable Adjusted RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided PROVIDED that, unless the Commitments that which are terminated and/or the and Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of in this Agreement or in any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment no Security Document shall be amended, modified or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.163
Appears in 1 contract
Sources: Credit Agreement (Intelsat LTD)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
, (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or Stated Maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any interest, Fees or Term Loan or Note or Commitment Commission Prepayment Premium thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents or release all or substantially all of the Guarantors, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans Term Loans, RTL Commitments and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of each the Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the Swingline Lender or with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders with -138- 145 Revolving Loan Commitments to fund Mandatory Borrowings), (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 2 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
, and (b6) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative AgentMajority Lenders of any Tranche of Term Loans, amend the definition of Majority Lenders with respect to such Tranche, or this clause (6), or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02(A) (excluding Sections 4.02(A)(b), (c), (d) or (e)) with respect to such Tranche (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, except pursuant to Sections 4.02(A)(b), (c), (d) or (e), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or reduce the amount of, or extend the date of, any Scheduled Repayment with respect to such Tranche.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, or extend the First Reduction Date stated maturity of, or any Subsequent Reduction reimbursement obligation under, any Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Commitments on the Restatement Effective Date), (viii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Restatement Effective Date),
) or (viiv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement (it being understood and agreed that any reduction to the Commitment of any Lender that is also party to any Incremental Revolving Loan Commitment Agreement shall not require the consent of such Lender by operation of this clause (1) to the extent such reduction is otherwise permitted under this Agreement), (2) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of Section 2.01(b), conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B3) without the consent of each Agentthe respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 10 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viiv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereinin clauses (a) and (b) above of this Section 13.12, the Borrower, the Administrative Agent and each Incremental RL Lender may, in accordance with the provisions of Sections 1.14, enter into an Incremental Revolving Loan Commitment Agreement, provided that after the execution, delivery and effectiveness of such amendment Incremental Revolving Loan Commitment Agreement, the Incremental RL Lender party thereto, and any Incremental Revolving Loan Commitment created pursuant thereto, shall be treated for all purposes hereunder as a Lender and as such Lender’s Commitment, respectively.
(d) Notwithstanding anything to the contrary herein any Credit Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (without the consent of any ▇▇▇▇▇▇) solely to cure a defect, ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, (provided that prompt notice following any such amendment, waiver, supplement or modification shall be given to the Lenders by the Borrower and the Administrative Agent) and such amendment, waiver, supplement or modification shall become effective without any further action or consent of any other party to such any Credit DocumentDocument if the same is not objected to in writing by the Required Lenders within ten (10) Business Days following receipt of notice thereof.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Term Loan or Note,(y) the First Reduction Date or any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIITerm Note, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
thereof, (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Term Loan Commitments on the Effective Date), (viii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Term Loan Commitments are included on the Closing Effective Date),
) or (viiv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Ax) increase or extend the Commitments Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of Section 2.01(b), conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants, ) or Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Term Loan Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), or (By) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viiv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate repay such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Term Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(aSection 3.01(b), provided that, unless the Commitments that are terminated and/or the Term Loans that which are repaid pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Term Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment Lender or repay such Lender’s Loan its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereinherein any Credit Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (without the consent of any Lender) solely to cure a defect, ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, (provided that prompt notice following any such amendment amendment, waiver, supplement or modification shall be given to the Lenders by the Borrower and the Administrative Agent) and such amendment, waiver, supplement or modification shall become effective without any further action or consent of any other party to such any Credit DocumentDocument if the same is not objected to in writing by the Required Lenders within ten (10) Business Days following receipt of notice thereof.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clauses (c), (d), (e) and (f), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected thereby, (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), Fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i),
, so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections set forth in the proviso below to such additional extensions of all the Lenders to do so,
credit), (viii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (viiv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement (viiexcept that, with the consent of the Required Lenders, the Corporation and any other Dollar Revolving Loan Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) substitute Section 9.02) or replace (v) release any DRLB Guarantor from its Guaranty (unless such DLRB Guarantor ceases to be a Dollar Revolving Loan Borrower in accordance with Section 13.12(d)) or, except in accordance with the Borrower terms thereof, Sheraton from the Sheraton Guaranty (it being understood, however, that the assumption by another Person of any DLRB Guarantor’s or any Subsidiary Sheraton’s obligations under the relevant Guaranty in connection with a merger or consolidation of such DLRB Guarantor or Sheraton, as the case may be, with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release any Subsidiary of such DRLB Guarantor or Sheraton, as the case may be, from the its Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission); provided, provided further, that that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (Au) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Agreement, (v) increase or extend the Commitments (or Sub-Commitments) of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment (or Sub-Commitment) of any Lender, and that an increase in the available portion of any Commitment (or sub-commitment) of any Lender shall not constitute an increase in of the Commitment (or Sub-Commitment) of such Lender), (Bw) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, or (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Corporation shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a)termination, provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower Corporation shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The At any time and from time to time after the Effective Date, one or more Persons may become Alternate Currency Revolving Loan Borrowers in accordance with the provisions of Section 6.04 and the definition of Alternate Currency Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute an Alternate Currency Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Alternate Currency Revolving Loan Borrower as such an Alternate Currency Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Alternate Currency Revolving Loans owing to such Alternate Currency Revolving Loan Borrower, and all other amounts then due and payable by such Alternate Currency Revolving Loan Borrower have been paid in full. Any removal of a Person as an Alternate Currency Revolving Loan Borrower shall have no effect on any obligations of such Person as an Alternate Currency Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as an Alternate Currency Revolving Loan Borrower.
(d) At any time and from time to time after the Effective Date, one or more Persons may become Dollar Revolving Loan Borrowers in accordance with the provisions of Section 6.05 and the definition of Dollar Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute a Dollar Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Dollar Revolving Loan Borrower (other than itself) as a Dollar Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Dollar Revolving Loans owing to such Dollar Revolving Loan Borrower, and all other amounts then due and payable by such Dollar Revolving Loan Borrower have been paid in full. Any removal of a Person as a Dollar Revolving Loan Borrower shall have no effect on any obligations of such Person as a Dollar Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as a Dollar Revolving Loan Borrower; provided, however, that, in the case of the removal of Starwood REIT as a Dollar Revolving Loan Borrower as provided above at the time of the consummation of the Host Transaction (and the repayment in full of all Dollar Revolving Loans, and the payment of all accrued interest thereon, by Starwood REIT), Starwood REIT shall be released and discharged from all of its Obligations under this Agreement.
(e) From time to time after the Effective Date, with the consent of the Corporation and the Administrative Agent, any RL Lender may agree (in its sole discretion) to re-allocate all or a portion of the Non-Alternate Currency Revolving Loan Sub-Commitment of such RL Lender as an Alternate Currency Revolving Loan Sub-Commitment of such RL Lender relating to a given Alternate Currency Revolving Loan Sub-Tranche, in any such case pursuant to a written agreement entered into, and executed by, the respective RL Lender, the Administrative Agent, the Corporation and each other relevant Borrower in form and substance satisfactory to such parties (each, an “Sub-Commitment Re-Allocation Agreement”); provided that (x) the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender shall be decreased by the amount of any increase in an Alternate Currency Revolving Loan Sub-Commitment effected pursuant to the respective Sub-Commitment Re-Allocation Agreement, (y) arrangements satisfactory to the Administrative Agent shall be made so that, after giving effect to the adjustment to the respective Lender’s Alternate Currency Revolving Loan Sub-Commitment, such Lender participates in all then outstanding extensions of credit on the same basis as it would otherwise have so participated if it had originally had Alternate Currency Revolving Loan Sub-Commitments and a related Non-Alternate Currency Revolving Loan Sub-Commitment as same will be in effect after giving effect to the changes contemplated by this clause (e) (including arrangements of the type described in the second sentence of Section 13.12(f) below) and (z) without the prior written consent of the Required Lenders, no increase to any Alternate Currency Revolving Loan Sub-Commitment of any Lender relating to a given Alternate Currency Revolving Loan Sub-Tranche shall be made pursuant to this clause (e) if, immediately after giving effect thereto, (1) the aggregate amount of Alternate Currency Revolving Loan Sub-Commitments of all RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the relevant Alternate Currency Revolving Loan Sub-Commitment Sub-Limit for such Alternate Currency Revolving Loan Sub-Tranche or (2) the Total Alternate Currency Revolving Loan Sub-Commitment would exceed the lesser of (I) $1,225,000,000 and (II) the Total Revolving Loan Commitment as then in effect.
(f) From time to time after the Effective Date, if one or more Alternate Currency RL Lenders desires to reduce the amount of its Alternate Currency Revolving Loan Sub-Commitment with respect to one or more Alternate Currencies, then the respective Alternate Currency RL Lender shall provide 30 days’ prior written notice thereof to the Corporation and the Borrower Administrative Agent, specifying the relevant Alternate Currency Revolving Loan Sub-Commitment to be so reduced and the amount of such reduction; provided however, that no more than one such notice may amend be delivered by any Credit Document Alternate Currency RL Lender in any 3 month period. Any such reduction to correct administrative errors an Alternate Currency Revolving Loan Sub-Commitment of any Alternate Currency RL Lender shall be effective on the 30th day following delivery of the foregoing notice (or, if such 30th day is not a Business Day, the next succeeding Business Day after such 30th day), with the following to occur concurrently therewith: (i) the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender shall be increased by the amount of the reduction to the Alternate Currency Revolving Loan Sub-Commitment of such Lender, (ii) the relevant Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Dollar Revolving Loans and/or Alternate Currency Revolving Loans in a given Alternate Currency of certain of the RL Lenders, and incur additional Dollar Revolving Loans and/or Alternate Currency Revolving Loans in a given Alternate Currency from certain other RL Lenders (including the Incremental RL Lenders) or omissions(y) take such other actions as may be required by the Administrative Agent (including by requiring new Dollar Revolving Loans or Alternate Currency Revolving Loans in a given Alternate Currency to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans (to the extent required to be maintained as Euro Rate Loans) may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that (I) all of the RL Lenders effectively participate in each outstanding Borrowing of Dollar Revolving Loans pro rata on the basis of their Dollar Percentages (determined after giving effect to the decrease in the Alternate Currency Revolving Loan Commitment or Commitments of such Lender (and the increase in the Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender) pursuant to this Section 13.12(f)) and (II) all Alternate Currency RL Lenders with an Alternate Currency Revolving Loan Sub-Commitment in a given Alternate Currency effectively participate in each outstanding Borrowing of Alternate Currency Revolving Loans in such Alternate Currency pro rata on the basis of their Alternate Currency RL Percentages as the same relate to such Alternate Currency (determined after giving effect administrative changes to the decrease in the Alternate Currency Revolving Loan Commitment or Commitments of such Lender (and the increase in the Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender) pursuant to this Section 13.12(f)), (iii) the Corporation shall pay to the respective RL Lenders any costs of the type referred to in Section 1.12 in connection with any repayment and/or Borrowing required pursuant to preceding clause (ii) and (iv) to the extent Dollar Revolving Loans or Alternate Currency Revolving Loans in a given Alternate Currency are to be so incurred or added to the then outstanding Borrowings of the respective such Loans which are maintained as Euro Rate Loans, the Lenders that are not adverse have made such Loans shall be entitled to receive from the Borrowers such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender. Lender pursuant to clause (iv) of the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.
(g) Notwithstanding anything to the contrary contained hereinin clauses (a) through (f) above of this Section 13.12, such amendment shall become effective without any further consent of (i) the Corporation, any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13relevant Borrower, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without and each Incremental RL Lender may, in accordance with the consent provisions of Section 1.19, enter into an Incremental Revolving Loan Commitment Agreement, provided that after the execution and delivery by the Corporation, any other relevant Borrower, the Administrative Agent.Agent and each such Incremental RL Lender of such Incremental Revolving Loan Commitment Agreement, such Incremental Revolving Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) through (f) above of this Section 13.12 and (ii) the Corporation, any other relevant Borrower, the Administrative Agent and any Alternate Currency RL Lender may, in accordance with the pro
Appears in 1 contract
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate (although the Required Banks may waive in writing the applicability of any increase in interest rates or reduce the rate at which Fees are payable, which increase is predicated solely upon the existence of a Specified Default or an Event of Default or the late payment of amounts pursuant to this Agreement) or extend the time of payment of interest on any Loan or Note Fees thereon, or Commitment Commission reduce the principal amount thereof (except to the extent repaid in cash) (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Effective Date),
) or (v) amend or modify the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional Obligations and Tranches may be included in the determination of Supermajority Banks on substantially the same basis as the Obligations and Tranches are included on the Effective Date) or (vi) consent to the assignment or transfer by the Parent or the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge -------- ------- or termination shall (At) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase in the Commitment of such LenderBank), (Bu) without the consent of the Swingline Bank, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of each AgentIssuing Bank affected thereby, amend, modify or waive any provision of Section 10 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Banks may (1) waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (2) agree to the inclusion of additional extensions of credit made after the Initial Borrowing Date (and not pursuant to Commitments as in effect on the Initial Borrowing Date) on substantially the same basis as the other extensions of credit, pursuant to Sections 4.01 and 4.02) or (z) without the consent of the Supermajority Banks of the respective Tranche (i.e. Supermajority Banks holding Term Loans or Term Loan ---- Commitments), amend, modify or waive any Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), Section
(a) the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting Lenders consenting Banks whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender consenting Bank or Banks (or, at the option of the Borrower if the respective Non-Consenting Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective Nonnon-Consenting Lender consenting Bank which gave rise to the need to obtain such Non-Consenting Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting Lender’s consenting Bank's Revolving Loan Commitment (if such Non-Consenting Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Term Loans and terminate any outstanding Commitments of such Non-Consenting Lender Bank which gave rise to the need to obtain such Non-Consenting Lender’s Bank's consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to -------- preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or the outstanding Loans of existing Lenders remaining Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders Banks (determined both (x) before giving effect to the proposed actionaction and (y) as if the Loans and Commitments being terminated (and not replaced) were not outstanding) shall specifically consent thereto, provided, provided further, that in any -------- ------- event the Borrower shall not have the right to replace a LenderBank, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,affected in the case of following clause (i)):
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents)) under all the Security Documents or release all or substantially all of the Subsidiary Guarantors,
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do sothe Term Loans and the Revolving Loan Commitments on the Restatement Effective Date),
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Restatement Effective Date),
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vi) amend Section 2.09 so as to permit Interest Periods that are greater than six months,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,amend Section 13.04(b), or
(viii) reduce the Applicable Margin amend, modify or reduce the amount of waive any payment of principal, interest, fees or commissionTerm Loan Scheduled Repayment to be made pursuant to Section 5.02(b); provided, provided further, that no such amendment, change, waiver, discharge or termination shall shall:
(A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender),
(2) affect the rights or duties of the Administrative Agent, (B) the Collateral Agent, the Issuing Lender or the Swingline Lender hereunder or under any other Credit Document, without the prior written consent of each the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be,
(3) (i) amend, change, modify or waive any provision Section 5.02(a) or (ii) have the effect (either immediately) or at some later time) of Section 10 as same applies enabling the Borrower to such Agent or any other provision as same relates satisfy a condition precedent to the rights making of a Revolving Loan or obligations Swingline Loan or the issuance of a Letter of Credit, unless such Agent amendment, modification or (C) without waiver shall have been consented to by the consent holders of more than 50% of the Security Agentaggregate principal amount of the Revolving Loan Commitments, or
(4) amend, change, modify or waive any provision relating to the provisions of Section 5.02 (h), or adversely affect the rights or obligations of Lenders participating in any Tranche different from those of the Security AgentLenders participating in other Tranches, unless, in any such case, such amendment, modification or waiver shall have been consented to by the holders of (in Dollars) more than 50% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitments, the Lenders holding more than 50% of the aggregate principal amount of Revolving Loan Commitments (it being agreed and understood that modifications which affect all Lenders ratably shall not be considered hereunder as affecting Lenders of any Tranche differently).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution[Intentionally omitted.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.]
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Amendment or Waiver; etc. (a) Neither Except as provided in clause (c) of this Section 14.11, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders (except that additional parties may be added to, and Subsidiaries of the Borrowers may be released from, the Subsidiaries Guaranty and the Pledge and Security Agreement in accordance with the provisions hereof and thereof, without the consent of the other Credit Parties party thereto or the Required Lenders, ) provided that that:
(1) no such change, waiver, discharge or termination shall, without the consent of each Lender having Obligations being directly affected thereby (other than a Defaulting Lender) directly and negatively affected,)
(i) Extend extend the timing for or reduce (x) expiration date of any Commitment beyond the Maturity Date, the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.06(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i),
, so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 14.06(a) was not to reduce the interest or Fees payable hereunder), (ii) release any all or substantially all of the Pledge and Security Agreement Collateral or the Guarantors from the Subsidiaries Guaranty (except (in either case) as expressly provided in the Credit Documents),
) or the U.S. Borrower from its guarantee contained in Section 16, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 14.11 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, the transactions contemplated by the Additional Revolving Loan Commitment may be consummated as expressly provided in this Agreement and with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or amend, modify or waive any provision of any Credit Document that, by its terms, requires the consent, approval or satisfaction of all of the Lenders or (viv) consent to the assignment or transfer by the U.S. Borrower or any Subsidiary Guarantor other Credit Party of any of its respective rights and obligations under this Agreement,Agreement or any other Credit Document;
(vii2) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (Ai) increase or extend the Commitments (or sub-commitments) of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Commitment (or sub-commitment) of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase in the Commitment (or sub-commitment) of such Lender), (Bii) without the consent of each the Issuing Bank, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (iii) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 13 as the same applies to such the Administrative Agent or any other provision as the same relates to the rights or obligations of such Agent or the Administrative Agent; (Civ) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent; or (v) modify Section 2.15, 2.17 or 2.18, Schedule III or any other provision of this Agreement relating solely to Canadian Revolving Loans without the consent of the Majority Canadian Lenders.
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses clause (i1) through (vi), inclusive, of the first proviso to Section 11.13(a14.11(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as no Default or Event of Default has occurred and is continuing and all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) belowof this Section 14.11(b), to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if and repay such Nonnon-Consenting consenting Lender’s consent is required as a result of its Commitment), and/or repay the 's outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) 4.02 and/or 4.01(a)5.01, provided that, unless the Revolving Loan Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to clause (2) of Section 11.13(a14.11(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Notwithstanding the foregoing, the Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to Borrowers (without the contrary contained herein, such amendment shall become effective without any further consent of any other party Lender) may enter into amendments of any Credit Document solely with respect to such Credit Documentcorrections of formal defects not having any economic impact.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Host Marriott L P)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,affected in the case of following clause (i)):
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),;
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),) under all the Security Documents;
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 14.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,the Term Loans and the Revolving Loan Commitments on the Effective Date);
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),; or
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissionAgreement ; provided, further, provided further that no such change, waiver, discharge or termination shall shall:
(A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), ;
(B2) without the consent of each AgentIssuing Lender, amend, modify or waive any provision of Section 10 as same applies 2 or alter such Issuing Lender’s rights or obligations with respect to such Letters of Credit issued by it;
(3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans;
(4) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 13 or any other provision as same relates to the rights or obligations of such Agent or Agent;
(C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent;
(6) without the consent of the Supermajority Lenders (x) reduce the ratio set forth in Section 10.11 or (y) amend or modify the definition of Consolidated Working Capital Ratio to the extent that such amendment or modification would have the effect of making it easier for the Borrower to comply with Section 10.11;
(7) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered);
(8) in cases where any Incremental Term Loans are being added to an existing Tranche of Term Loans pursuant to Section 1.14, without the consent of the Majority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.14(c); or
(9) without the consent of the Majority Lenders of each Tranche of Term Loans and, in the case of Section 1.14(a)(xi), Revolving Loan Commitments amend or modify the provisions of Section 1.14(a)(x) or (xi), as the case may be.
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Borrower, if the respective Non-Consenting Lender’s consent is required with respect to less than all Tranches of the Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Revolving Loan Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, further, provided further that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a14.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Nash Finch Co)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except (x) as expressly provided in the Credit Documents and (y) any release after the Term Loan Satisfaction Date as contemplated by Section 13.17) under all the Security Documents, (iii) at any time prior to the Term Loan Satisfaction Date, release any Subsidiary Guarantor (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
from the Subsidiaries Guaranty, (iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each Agentthe Issuing Lender, amend, modify or waive any provision of Section 10 as same applies to such Agent 2 or any other provision as same relates to the alter its rights or obligations with respect to Letters of such Agent or Credit, (C3) without the consent of the Security Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent or (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), 's Commitments and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (First Horizon Pharmaceutical Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender all Lenders (other than a Defaulting Lender) (it being understood that the Administrative Agent may effect, on behalf of any Lender, any amendment or waiver permitted by hereunder) directly and negatively affected,
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date timing for or reduce the principal amount of any Scheduled Term Amortization Payment Amounts (or any Subsequent Reduction Date, (z) any scheduled payment in connection with definition used therein to the Loans or any part thereof set forth on Schedule VIIIextent used therein), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 11.13, Section 11.13A or of any other Section that expressly requires the consent of all the Lenders to do so,
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date),
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(viivi) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Subsidiaries Guaranty,, and
(viiivii) reduce the Applicable Margin amend, modify or reduce the amount of any payment of principal, interest, fees or commissionwaive Section 2.06; provided, further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b)2.01, conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed (A) in the case of (x) any amendment, modification or waiver of Section 9.07 or any of the financial definitions used in determining compliance with Section 9.07 (but only for purposes of Section 9.07) , Section 10.03 (to the extent providing for or relating to any Revolver Event of Default), the definition of Revolver Event of Default, any provision of clause (A) of the remedies paragraph following Section 10.11, or Section 6 (to the extent relating to conditions precedent to extensions of credit pursuant to the Revolving Loan Commitments) or (y) any waiver of any Revolver Event of Default, the Majority Lenders holding outstanding Revolving Obligations (or Revolving Loan Commitments in respect thereof) and (B) in the case of any other change, waiver, discharge or termination of any other term or provision of this Agreement or any other Credit Document, by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend or reduce the First Reduction Date amount of any Scheduled Repayment or extend the stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce or forgive the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce or forgive the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under the Security Documents, (iii) an increase release all or substantially all of the Subsidiary Guarantors from the Subsidiaries Guaranties (except as expressly provided in the Subsidiaries Guaranty in connection with permitted sales or extension dispositions of any Lender’s Commitment;
Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released), (iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Loans and the Commitments on the Effective Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (C4) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent., (5) without the consent of each adversely affected Lender, amend or modify Section 13.06, or (6) without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend or modify the manner of application of any mandatory or voluntary prepayments set forth in Sections 4.01(a) and 4.02(h) (it being understood and agreed that the Required Lenders may waive the making of any mandatory prepayment, and that preceding clause (6) only applies to the manner of application of any payments described therein that are required to be, or are actually, made)
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Borrower, at its sole cost and expense, shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans related outstandings of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or Commitments and repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise and cash collateralize such Lender’s RL Percentage of all outstanding Letters of Credit (or, if such Lender is being replaced as to a single Tranche only, take such actions with respect to the need to obtain such Non-Consenting Lender’s consentTranche for which it is being terminated), all in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (RCN Corp /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Obligor party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) the First Reduction Date or any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIINote, or reduce the rate of interest or reduce fees or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the definitions of "Leverage Ratio" and "Reduction Discount" set forth in this Agreement or to Section 1.02 may not result in a reduction in any rate of interest or fees for the purposes of this clause (i) without the consent of each Lender),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Loan Documents),
) under all the Collateral Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
10.05, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each the Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent Article 7 or any other provision as same relates to the rights or obligations of such Agent or the Agent, (C3) without the consent of the Security AgentSwingline Lender, amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of other RL Lenders to fund Mandatory Borrowings), (4) without the consent of each LC Issuing Bank, amend, modify or waive any provision of Section 2.16 or alter its rights or obligations with respect to Letters of Credit, (5) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Security AgentMajority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches pursuant to Section 2.10 or 2.11 (excluding Sections 2.10(b) and (c)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (6) without the consent of the Supermajority Lenders of the respective Tranche, amend the definition of Supermajority Lenders or waive or decrease the amount of any Scheduled Repayment of such affected Tranche.
(b) If, in connection with any proposed changechange to, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a), 10.05
(a) the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 8.06 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent theretotermination, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a10.05(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Tekni Plex Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly and negatively affected,
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date timing for or reduce the principal amount of any Scheduled Amortization Payment Amount (or any Subsequent Reduction Date, (z) any scheduled payment in connection with definition used therein to the Loans or any part thereof set forth on Schedule VIIIextent used therein), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Borrowing Date),
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(viivi) substitute or replace the Parent Guarantor, Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the relevant Guaranty,, and
(viiivii) reduce the Applicable Margin amend, modify or reduce the amount of any payment of principalwaive Sections 2.06, interest, fees or commission11.04 and 11.06; provided, further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vivii), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent Agent, the Parent Guarantor and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clauses (c) and (d), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders (except that additional parties may be added to, and Subsidiaries of the Borrowers may be released from, the Guaranty and Pledge and Security Agreement in accordance with the provisions thereof, without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
modified, (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on or Fees thereon (including, without limitation, any Loan or Note or such reductions as a result of modifications to the definitions of Applicable Commitment Commission (except (xPercentage or Applicable Margin contained herein) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i),
, so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release or terminate any Guaranty provided by either Parent Company, SLP RLP, SLC OLP or ITT, (iii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
under the Pledge and Security Agreement, (iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections set forth in the proviso below to such additional extensions of all the Lenders to do so,
credit), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (As) increase or extend the Commitments (or sub-commitments) of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment (or sub-commitment) of any Lender, and that an increase in the available portion of any Commitment (or sub-commitment) of any Lender shall not constitute an increase in of the Commitment (or sub-commitment) of such Lender), (Bt) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (u) without the consent of each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cw) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (x) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (y) without the consent of the Supermajority Lenders (for purposes of this clause (y), treating all Tranches outstanding pursuant to this Agreement as a single Tranche), increase the amount of the Total Commitment to an amount that exceeds the Total Commitment as in effect on the Initial Borrowing Date by more than 25% or (z) without the consent of the Supermajority Lenders of the Tranche II Term Loans, waive, or decrease the amount of, any, Tranche II Scheduled Repayment or extend the date on which any Tranche II Scheduled Repayment is required to be made.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Parent Companies shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a)termination, provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower Parent Companies shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent At any time and from time to time after the Effective Date, one or more Persons may become Alternate Currency Revolving Loan Borrowers in accordance with the provisions of Section 6.06 and the definition of Alternate Currency Revolving Loan Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein. Upon the satisfaction of such provisions, such amendment Person shall become effective constitute an Alternate Currency Revolving Loan Borrower and a Borrower party to this Agreement, without any further consent actions taken by any Persons. Furthermore, the Parent Companies may, at any time and from time to time, by written notice to the Paying Agent, remove any Alternate Currency Revolving Loan Borrower as such an Alternate Currency Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Alternate Currency Revolving Loans or to such Alternate Currency Revolving Loan Borrower, and all other amounts then due and payable by such Alternate Currency Revolving Loan Borrower have been paid in full. Any removal of a Person as an Alternate Currency Revolving Loan Borrower shall have no effect on any other obligations of such Person as an Alternate Currency Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as an Alternate Currency Revolving Loan Borrower. Furthermore, any such removal shall have no effect on the obligations, if any, if such Person as a Guarantor or as a party to the Pledge and Security Agreement (in each case, unless otherwise expressly provided in accordance with the terms of the respective such Credit DocumentDocuments).
(d) Notwithstanding any other provision in this Section 11.13From time to time after the Effective Date, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without if, with the consent of the Administrative AgentParent Companies and the Lead Agents, one or more Lenders is willing (at its sole discretion), to increase the amount of its Alternate Currency Revolving Loan Sub-Commitment with respect to one or more Alternate Currencies, then the Alternate Currency Revolving Loan Sub-Commitments of such Lender may be so increased as agreed by it (pursuant to a written agreement entered into, and executed by, the respective Lender, the Lead Agents and the Parent Companies); provided that (x) to the extent the Alternate Currency Revolving Loan Sub-Commitments of the respective Lender are increased, the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender shall be decreased, (y) arrangements satisfactory to the Lead Agents shall be made so that, after giving effect to the adjustment to the respective Lender's Alternate Currency Revolving Loan Sub-Commitments, such Lender participates in all then outstanding extensions of credit on the same basis as it would otherwise have so participated if it had originally had Alternate Currency Revolving Loan Sub-Commitments and a related Non-Alternate Currency Revolving Loan Sub-Commitment as same will be in effect after giving effect to the changes contemplated by this clause (d) and (z) without the prior written consent of the Required Lenders, no increase to any Alternate Currency Revolving Loan Sub-Commitment of any Lender shall be made pursuant to this clause (d) if, immediately after giving effect thereto (i) the sum of the then outstanding Canadian Dollar Revolving Loan Sub-Commitments of all the Alternate Currency Lenders would exceed $200,000,000, (ii) the sum of the French Franc Revolving Loan Sub-Commitments of all Alternate Currency Lenders at such time would exceed $125,000,000 or (iii) the sum of the Pounds Sterling Revolving Loan Sub-Commitments of all the Alternate Currency Lenders at such time would exceed $100,000,000.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected thereby, (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note beyond the First Reduction Date or any Subsequent Reduction applicable Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), Fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i),
, so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections set forth in the proviso below to such additional extensions of all the Lenders to do so,
credit), (viii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date),
, (viiv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement (vii) substitute or replace except that, with the consent of the Required Lenders, the Borrower may assign or any Subsidiary Guarantor transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) Section 9.02) or (v) release any Subsidiary Guarantor from the Subsidiaries Guaranty (except in accordance with the express terms of the Subsidiaries Guaranty,
) (viii) reduce it being understood, however, that the Applicable Margin or reduce the amount assumption by another Person of any payment Guarantor’s obligations under the Subsidiaries Guaranty in connection with a merger or consolidation of principal, interest, fees or commissionsuch Guarantor with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of such Guarantor from the Subsidiaries Guaranty); provided, provided further, that that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (Ax) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, covenants or Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), or (By) without the consent of each the respective Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a)termination, provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision above in this Section 11.1313.12, an amendment or waiver which relates at any time prior to the exercise of any rights or obligations of remedies by the Administrative Agent may not be effected pursuant to the last paragraph of Section 10 (including any automatic acceleration of the Loans in the circumstances contemplated thereby), in the event the Required Lenders under, and as defined in, the Existing Credit Agreement enter into any amendment, waiver or consent in respect of any provision of any affirmative covenant, negative covenant or event of default contained in the Existing Credit Agreement (or any definition as used in any such provision) for which a corresponding provision (or definition) exists in this Agreement, such amendment, waiver or modification shall apply automatically to such corresponding provision (or definition) of this Agreement, mutatis mutandi, without the consent of the Required Lenders and without any action by the Borrower, to the same extent as if such amendment, waiver or modification had been approved by the Required Lenders and the Borrower hereunder; provided that (w) no such automatic amendment, waiver or modification of any provision of this Agreement shall result from the operation of this Section 13.12 (c), unless such amendment, waiver or modification would (in the absence of this Section 13.12(c)) require only the approval of the Required Lenders (and not each Lender or each affected Lender), (x) notice of such amendment, waiver or consent shall have been given to the Administrative AgentAgent as provided in Section 8.01(h), (y) any such amendment, waiver or consent in respect of the Existing Credit Agreement to be given effect hereby shall apply at all times equally to the Existing Credit Agreement in the manner such amendment, waiver or consent applies to this Agreement and (z) Section 8.12 shall not be subject to the provisions of this Section 13.12(c) (it being understood, however, that this subclause (z) shall not be construed to limit (i) the release of any Guarantor from the Subsidiaries Guarantees in accordance with the terms thereof or (ii) the ability of the Borrower to obtain an amendment to the Existing Credit Agreement that eliminates the subsidiary guarantees under the Existing Credit Agreement, the practical effect of which is to eliminate the requirement for the execution and delivery of the Subsidiaries Guaranty pursuant to Section 8.12).
Appears in 1 contract
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) directly and negatively affected,
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date timing for or reduce the principal amount of any Scheduled Term Loan Amortization Payment Amount (or any Subsequent Reduction Date, (z) any scheduled payment in connection with definition used therein to the Loans or any part thereof set forth on Schedule VIIIextent used therein), or reduce the rate or reduce or extend the time of payment of interest or any fees on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 11.12 or of any other Section that expressly requires the consent of all the Lenders to do so,
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date)) or change 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,
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor (except pursuant to any Redomiciliation) of any of its respective rights and obligations under this Agreement,
(viivi) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Subsidiaries Guaranty,, and
(viiivii) reduce the Applicable Margin amend, modify or reduce the amount of any payment of principalwaive Sections 2.06, interest, fees or commission11.04 and 11.06; provided, further, that no such change, waiver, discharge or termination shall (A) increase increase, extend or extend reinstate (following cancellation) the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the written consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the written consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vivii), inclusive, of the first proviso to Section 11.13(a11.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (any such Lender, a “Non-Consenting Lender”) is not obtained), then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge discharge, or termination termination, as applicable, or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), ; provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a11.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly and negatively affected,
), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Final Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i),
), (ii) release any all or substantially all of the Collateral or release any Borrower from its obligations under the Company/Sub-Guaranty (except except, in each case, as expressly provided in the Credit Documents),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 13.12 to the extent that any such amendment, or modification or waiver would alter any of any the voting provisions set forth in the other provisions of this Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Restatement Effective Date),
, (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement or (viivi) substitute amend or replace modify the Borrower definition of Eligible Financed Equipment, Eligible Accounts, Eligible Parts Inventory or Borrowing Base, in each case to the extent that any Subsidiary Guarantor such amendment or release any Subsidiary Guarantor from modification would have the Guaranty,
(viii) reduce the Applicable Margin or reduce effect of increasing the amount of any payment of principal, interest, fees the Borrowing Base by more than $15,000,000 immediately after giving effect to such amendment or commissionmodification; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (Au) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (Bv) without the consent of each any Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (x) without the consent of the Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Agent, (Cy) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security AgentCollateral Agent or (z) without the consent of the Supermajority Lenders, (A) amend or modify the definition of Eligible Finance Equipment, Eligible Accounts, Eligible Parts Inventory or Borrowing Base, in each case to the extent that any such amendment or modification would have the effect of increasing the amount of the Borrowing Base by no more than $15,000,000 immediately after giving effect to such amendment or modification or (B) reduce the percentage specified in the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the Commitments are included on the Restatement Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Company shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Revolving Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to and cash collateralize its applicable Percentage of the need to obtain such Non-Consenting Lender’s consent, Letter of Credit Outstandings in accordance with Sections 3.02(b) and/or 4.01(aand 4.01(b), provided PROVIDED that, unless the Commitments Commitment that are terminated and/or the is terminated, and Revolving Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower Company shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Revolving Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Neff Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Final Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in release all or extension substantially all of any Lender’s Commitment;
the Guarantors from their respective obligations under the Guaranties, (iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires 13.12 (it being understood that, with the consent of all the Required Lenders, additional extensions of credit pursuant to this Agreement may afford the holders thereof and/or the then existing Lenders to do so,
additional rights of consent), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (Av) increase or extend the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase in of the Revolving Loan Commitment of such Lender), (Bw) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such the Administrative Agent or (Cz) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Revolving Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided PROVIDED that, unless the Commitments Revolving Loan Commitment that are terminated and/or the is terminated, and Revolving Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders each Lender (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Revolving Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, or extend the First Reduction Date stated maturity of, or any Subsequent Reduction reimbursement obligation under, any Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash),
, or reduce any reimbursement obligations under any Letter of Credit, (ii) release any of the Collateral Borrowers from the Guaranty or release all or substantially all of the Guarantors from the Guaranty (except as expressly provided in connection with a sale of a Subsidiary Guarantor in accordance with the Credit Documentsterms of this Agreement),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
, except mergers and/or consolidations involving one or more Borrowers and another Person (vii) substitute or replace the not already a Borrower or any a Subsidiary Guarantor thereof) shall be permitted with the prior written consent of the Required Lenders, provided that the survivor of such merger or release any Subsidiary Guarantor from consolidation (to the Guaranty,
(viiiextent not a Borrower) reduce is organized under the Applicable Margin laws of the United States or reduce a State thereof and executes and delivers to the amount Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of any payment the obligations of principal, interest, fees the respective Borrower or commissionBorrowers under this Agreement and the Notes; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of each Agentthe Supermajority Lenders, decrease the percentage set forth in Section 10.07 (as in effect on the Effective Date) or amend the definition of Supermajority Lenders, (3) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 10 3 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of Credit or Acceptances, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 2.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without Agent. Notwithstanding the consent foregoing, upon the execution and delivery of all documentation required by Section 4.04 to be delivered in connection with an increase to the Security Total Commitment, the Administrative Agent, amend, modify the Borrowers and the new or waive existing Lenders whose Commitments have been affected may and shall enter into an amendment hereof (which shall be binding on all parties hereto and the new Lenders) solely for the purpose of reflecting any provision relating to new Lenders and their new Commitments and any increase in the rights or obligations Commitment of the Security Agentany existing Lender.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Borrowers shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b4.02(b) and/or 4.01(a5.01(b), ; provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, ; provided further, that in any event the Borrower Borrowers shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Term Loan or Note,(y) the First Reduction Date or any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIITerm Note, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
thereof, (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Term Loan Commitments on the Effective Date), (viii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Term Loan Commitments are included on the Closing Effective Date),
) or (viiv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Ax) increase or extend the Commitments Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of Section 2.01(b), conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Term Loan Commitments shall not constitute an increase of the Term Loan Commitment of any Lender, and that an increase in the available portion of any Term Loan Commitment of any Lender shall not constitute an increase in the Term Loan Commitment of such Lender), or (By) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viiv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Term Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(aSection 3.01(b), provided that, unless the Term Loan Commitments that which are terminated and/or the terminated, and Term Loans that which are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Term Loan Commitments and/or the outstanding Term Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Term Loan Commitment or repay such Lender’s Loan its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereinherein any Credit Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (without the consent of any Lender) solely to cure a defect, ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, (provided that prompt notice following any such amendment amendment, waiver, supplement or modification shall be given to the Lenders by the Borrower and the Administrative Agent) and such amendment, waiver, supplement or modification shall become effective without any further action or consent of any other party to such any Credit DocumentDocument if the same is not objected to in writing by the Required Lenders within ten (10) Business Days following receipt of notice thereof.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without -------- the consent of each Lender Bank having Obligations being directly affected thereby (other than a Defaulting Lender) directly and negatively affected,
Bank), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) the First Reduction Date or any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIINote, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i),
, so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 12.07(a) was not to reduce the interest or Fees payable hereunder), (ii) release any all or substantially all of the Pledge and Security Agreement Collateral or Subsidiary Guarantors from the Subsidiaries Guaranty (except (in either case) as expressly provided in the Credit Documents),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 12.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders Banks or Supermajority Bank (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks and the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall ---------------- (Aw) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any the Commitment of any Lender Bank shall not constitute an increase in the Commitment of such LenderBank), (Bx) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 10 11 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (Cy) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security AgentCollateral Agent or (z) without the consent of the Supermajority Banks, (A) amend, modify or waive any provision of Section 8.08, 8.09 or 8.11 or (B) amend or modify the definition of Change of Control or waive any Default or Event of Default under Section 9.12.
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as no Default or Event of Default has occurred and is continuing and all Nonnon-Consenting Lenders consenting Banks whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (consenting Bank or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting Lender’s consenting Bank's Revolving Loan Commitment (if and repay such Nonnon-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the consenting Bank's outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b2.02(b) and/or 4.01(a3.01(b), provided that, unless the Revolving Loan -------- Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or the outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (iiB) the Required Lenders Banks (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have ---------------- the right to replace a LenderBank, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 11.13(a12.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents or release all or substantially all of the Guarantors from their obligations under the Guaranty except in accordance with its terms, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires 12.12 (it being understood that, with the consent of all the Required Lenders, additional extensions of credit pursuant to this Agreement may afford the holders thereof and/or the then existing Lenders to do so,
additional rights of consent), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Commitments -91- are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall ---------------- (Au) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may (1) waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (2) agree to additional extensions of credit made after the Initial Borrowing Date (and not pursuant to the Commitments as in effect on the Initial Borrowing Date) on substantially the same basis as the other extensions of credit made pursuant to this Agreement), (v) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of the Commitment of any Lender shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bw) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 11 or any other provision as same relates to the rights or obligations of such the Administrative Agent or (Cz) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or and repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the -------- Commitments that which are terminated and/or the terminated, and Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders each Lender (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have -------- ------- the right to replace a Lender, terminate such Lender’s its -92- Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a12.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Unilab Corp /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note Fees thereon, or Commitment Commission reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), notwithstanding the fact that such amendment or reduce modification actually results in such a reduction, provided that such amendment or modification was not made for the principal amount thereof (except to purpose of -------- reducing the extent repaid in cash),
interest rate or Fees hereunder, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Tranche A Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Tranche A Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement or (viivi) substitute amend or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissionmodify Section 13.06(a); provided, provided further, that no such change, waiver, discharge or termination shall ---------------- (Av) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase in the Commitment of such LenderBank), (Bw) without the consent of each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, the Documentation Agent or the Syndication Agent, amend, modify or waive any provision of Section 10 12 as same applies to such the Administrative Agent, the Documentation Agent or the Syndication Agent, as the case may be, or any other provision as same relates to the rights or obligations of such the Administrative Agent, the Documentation Agent or the Syndication Agent, as the case may be, and (Cz) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting Lenders consenting Banks whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender consenting Bank or Banks (or, at the option of the Borrower if the respective Non-Consenting Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Revolving Loan Commitments and/or Loans of the respective Nonnon-Consenting Lender consenting Bank which gave rise to the need to obtain such Non-Consenting Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting Lender’s consenting Bank's Revolving Loan Commitment (if such Non-Consenting Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender Bank which gave rise to the need to obtain such Non-Consenting Lender’s consentBank's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, -------- unless the Commitments that which are terminated and/or the and Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or the outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders Banks (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to ---------------- replace a LenderBank, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent in clause (a) above of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.1313.12, an amendment or waiver which relates to the rights or obligations of Borrower, the Administrative Agent may not be effected without and each ALC Bank may, in accordance with the consent provisions of Section 1.14, enter into an Additional Loan Commitment Agreement, provided that after the execution and -------- delivery by the Borrower, the Administrative AgentAgent and each such ALC Bank of such Additional Loan Commitment Agreement, such Additional Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly and negatively affected,
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date timing for or reduce the principal amount of any Scheduled Amortization Payment Amount (or any Subsequent Reduction Date, (z) any scheduled payment in connection with definition used therein to the Loans or any part thereof set forth on Schedule VIIIextent used therein), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date),
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(viivi) substitute or replace the Corporate Guarantor, Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the relevant Guaranty,, and
(viiivii) reduce the Applicable Margin amend, modify or reduce the amount of any payment of principalwaive Sections 2.06, interest, fees or commission11.04 and 11.06; provided, further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent Agent, the Corporate Guarantor and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated maturity of any WC Letter of Credit beyond the Revolving Loan Maturity Date or any Subsequent Reduction PF Letter of Credit beyond the Term Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement utilized to determine the Total Leverage Ratio or any other financial performance metric shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents),
) under all the Security Documents, (y) all or substantially all of the material Guarantors from the Subsidiaries Guaranty (except as expressly permitted by the Subsidiaries Guaranty) or (z) Holdings from the Holdings Guaranty, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans, the Revolving Loan Commitments and the PF Letter of Credit Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans Term Loans, Revolving Loan Commitments and PF Letter of Credit Commitments are included on the Closing Effective Date),
, (v) amend or modify Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement or any other Credit Document, or (vii) substitute amend, waive, or replace the Borrower or modify Section 1.09 in a manner that would permit any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount Interest Period with a duration of any payment of principal, interest, fees or commissionlonger than 6 months; provided, provided further, that no such change, waiver, discharge or termination shall (Aq) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Loans and Commitments pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (r) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (s) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans or Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (t) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bu) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of CSFB, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the respective Agent, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Supermajority Lenders of a relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or (z) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, on and after the Term Loan Commitment Termination Date, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche of Commitments and/or Loans related Obligations of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Revolving Loan Commitment), PF Letter of Credit Commitment (if such Lender’s consent is required as a result of its PF Letter of Credit Commitment) and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consentconsent and/or cash collateralize its applicable Percentage of the Letter of Credit Outstandings, in accordance with Sections 3.02(b) and/or 4.01(a4.01(vi), provided that, unless the Commitments that which are terminated and/or the and Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower Agreement or any Subsidiary Guarantor or release any Subsidiary Guarantor from other Credit Document (it being understood and agreed, however, that TPI may transfer all of its rights and obligations under the Guaranty,
(viii) reduce Credit Documents to PCA pursuant to the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissionContribution); provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (At) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bu) without the consent of each the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent or the Syndication Agent, amend, modify or waive any provision of Section 10 12 as same applies to such the Administrative Agent or the Syndication Agent, as the case may be, or any other provision as same relates to the rights or obligations of such the Administrative Agent or the Syndication Agent, as the case may be, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alte the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b), (c), (d) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Majority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.through
Appears in 1 contract
Sources: Credit Agreement (Pca Valdosta Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto and the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Term Loan or Note,(y) the First Reduction Date or any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIITerm Note, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
thereof, (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Term Loan Commitments on the Effective Date), (viii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Term Loan Commitments are included on the Closing Effective Date),
) or (viiv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Ax) increase or extend the Commitments Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of Section 2.01(b), conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Term Loan Commitments shall not constitute an increase of the Term Loan Commitment of any Lender, and that an increase in the available portion of any Term Loan Commitment of any Lender shall not constitute an increase in the Term Loan Commitment of such Lender), or (By) without the consent of each AgentAgent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viiv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Term Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(aSection 3.01(b), provided that, unless the Term Loan Commitments that which are terminated and/or the terminated, and Term Loans that which are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Term Loan Commitments and/or the outstanding Term Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Term Loan Commitment or repay such Lender’s Loan its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. (a) Neither Except as expressly provided in Section 13.26(b), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date or extend the duration of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIInterest Period beyond six months, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (yexcept to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the U.S. Borrower Term Loans, European Borrower Dollar Term Loans, European Borrower Euro Term Loans and the Multicurrency Facility Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Multicurrency Facility Revolving Loan Commitments are included on the Closing Effective Date),
, (viv) consent to the assignment or transfer by the either Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement or (viivi) substitute or replace release the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the U.S. Borrower's Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Aq) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of Multicurrency Facility Revolving Loans, Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Multicurrency Facility Revolving Loan Commitments, (r) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bs) without the consent of each AgentIssuing Lender affected thereby, amend, modify or waive any provision of Section 10 2 or alter its rights or obligations with respect to Letters of Credit, (t) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cv) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (w) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Multicurrency Facility Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Multicurrency Facility Revolving Loans pursuant to Section 1.14 (as originally in effect) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14 or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any U.S. Borrower Term Loan Scheduled Repayment, European Borrower Dollar Term Loan Scheduled Repayment or European Borrower Euro Term Loan Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (z)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to enter into such amendments and/or modifications to the Intercompany Subordination Agreement, the Foreign Subsidiaries Guaranties and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the U.S. Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the U.S. Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments (and related Obligations) and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate the Multicurrency Facility Revolving Loan Commitment of such Nonnon-Consenting Lender’s Commitment consenting Lender (if such Non-Consenting Lender’s 's consent is required as a result of its Multicurrency Facility Revolving Loan Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a)4.01, provided that, unless the Commitments that which are terminated and/or the and Loans that and other Obligations which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, provided further, that in any event the U.S. Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans or other Obligations solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under the Security Documents or (y) all or substantially all of the Guarantors from their guarantee obligations under the Guaranty, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date or of any other Section that expressly requires provided to the consent of all Term Loans on the Lenders to do so,
Amendment No. 2 Effective Date, as applicable), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date and the Term Loans are included on the Amendment No. 2 Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (A1) increase the Revolving Loan Commitments or extend the Commitments Term Loans of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase in of the Revolving Loan Commitment of such Lender), (B2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (C5) without the written consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (6) reduce the amount of, or extend the date of, any Scheduled Repayment or make any change to Section 5.02A without the consent of the Lenders holding a majority in aggregate amount of the Term Loans, or (7) amend, modify or waive any provision of Section 7 (including amendment, modification or waiver of any representation or warranty referenced in Section 7.01(ii)) in any manner that would permit a Credit Event that would not otherwise be permitted without the consent of the Lenders holding a majority in aggregate amount of the Total Revolving Loan Commitment.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viiii), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Borrower, if the respective Non-Consenting Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments) of such Non-Consenting Lender), to replace only the respective Revolving Loan Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.12 or one or more Replacement Term Lenders pursuant to Section 2.12A so long as at the time of such replacement, each such Replacement Lender or Replacement Term Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Revolving Loan Commitment), ) and/or repay the any or all of each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consentconsent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 3.02(b) and/or 4.01(a4.02(b), provided that, unless the Revolving Loan Commitments that which are terminated and/or the and Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders (although additional Subsidiaries of Holdings may be added to, and/or released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, -------- waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, ---------------- waiver, discharge or termination shall (A1) increase or extend the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase in of the Revolving Loan Commitment of such Lender), (B2) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such the Administrative Agent or (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Revolving Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided -------- that, unless the Revolving Loan Commitments that are terminated and/or the terminated, and Revolving Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to ---------------- replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Revolving Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Nm Licensing LLC)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate of interest or reduce Fees or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i),
), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase release a Subsidiary Guarantor which is a Significant Subsidiary from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or extension in connection with the sale of any Lender’s Commitment;
such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (v) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Au) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase in of the Commitment of such LenderBank), (Bv) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Agents, (Cx) without the consent of the Security Collateral Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Administrative Agent.
, (by) If, in connection with any proposed change, waiver, discharge or termination to any without the consent of the provisions Majority Banks of this Agreement each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as contemplated by clauses a result of the actions described below (i) through (vior without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), inclusiveamend the definition of Majority Banks (it being understood that, of the first proviso to Section 11.13(a), with the consent of the Required Lenders is obtained but Banks, additional extensions of credit pursuant to this Agreement may be included in the consent determination of one the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commit- -145- 153 ments are included on the Effective Date) or more alter the required application of such other Lenders whose consent is required any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Sections 4.02(b) and (c)) (although the Required Banks may waive, in whole or in part, any such Lenderprepayment, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the rightrepayment or commitment reduction, so long as all Non-Consenting Lenders whose individual consent the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required are treated as described in either clauses (ito be made is not altered) or (iiz) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative AgentSupermajority Banks of the respective Tranche, reduce the amount of, or extend the date of, any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment, as the case may be, or without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
Appears in 1 contract
Sources: Credit Agreement (Doubletree Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or any Subsequent Reduction Date, (z) any scheduled payment unless such Letter of Credit is fully cash collateralized in connection with a manner and pursuant to documentation satisfactory to the Loans or any part thereof set forth on Schedule VIIIAdministrative Agent), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each Issuing Lender affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of any Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or Agent, (C4) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (5) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment or repayment as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments, as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b) and (c)) (although the Required Lenders may (I) waive, in whole or in part, any such prepayment or repayment, so long as the application, as amongst the various Tranches, of any such prepayment or repayment which is still required to be made is not altered and (II) agree to additional extensions of credit made after the Initial Borrowing Date (and not pursuant to the Commitments as in effect on the Initial Borrowing Date) on substantially the same basis as the other extensions of credit made pursuant to this Agreement) or (6) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Tranche A-1 Scheduled Repayment, Tranche A-2 Scheduled Repayment or Tranche B Scheduled Repayment, as the case may be, or amend the definition of Supermajority Lenders (although the Required Lenders may agree to additional extensions of credit made after the Initial Borrowing Date (and not pursuant to the Commitments as in effect on the Initial Borrowing Date) on substantially the same basis as the other extensions of credit made pursuant to this Agreement).
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), Commitments and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following subsections (a) and negatively affected,(h))):
(ia) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity infoUSA Amended and Restated Credit Agreement Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause Subsection (ia)), or reduce the principal amount thereof (except to the extent repaid in cash),
(iib) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents)) under all the Security Documents or release all or substantially all of the Subsidiary Guarantors,
(iii) an increase in or extension of any Lender’s Commitment;
(ivc) amend, modify or waive any provision of this Section 11.13 or 13.11 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do sothe Term Loans and the Revolving Loan Commitments on the Second Closing Date),
(vd) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Second Closing Date),
(vie) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(viif) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guarantyamend Section 2.9 so as to permit Interest Periods that are greater than six months,
(viiig) reduce the Applicable Margin amend Section 13.4(b), or
(h) amend, modify or reduce the amount of waive any payment of principal, interest, fees Term Facility A Scheduled Repayment or commissionTerm Facility B Scheduled Repayment; provided, provided further, that no such amendment, change, waiver, discharge or termination shall shall:
(Ai) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), ,
(Bj) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to affect the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations duties of the Administrative Agent may not be effected Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender hereunder or under any other infoUSA Amended and Restated Credit Agreement Credit Document, without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be,
(k) (i) amend, change, modify or waive Section 5.2 or (ii) have the effect (either immediately) or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan or Swingline Loan or the issuance of a Letter of Credit, unless such amendment, modification or waiver shall have been consented to by the holders of more than 50% of the aggregate principal amount of the Revolving Loan Commitments,
(l) amend, change, modify or waive the provisions of Section 5.5, or adversely affect the rights of Lenders participating in any Tranche different from those of the Lenders participating in other Tranches, unless, in any such case, such amendment, modification or waiver shall have been consented to by the holders of (in Dollars) more than 50% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitments, the Lenders holding more than 50% of the aggregate principal amount of Revolving Loan Commitments (it being agreed and understood that modifications which affect all Lenders ratably shall not be considered hereunder as affecting Lenders of any Tranche differently).
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated maturity of any Letter of Credit or Bank Guaranty beyond the Revolving Loan Maturity Date or extend the duration of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIInterest Period beyond six months, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (yexcept to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Tranche A Term Loans, Tranche B Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor Credit Agreement Party of any of its respective rights and obligations under this Agreement,
, (vi) amend, modify or waive any provision of the Capital Call Agreement in any manner adverse to the interests of any Lender or (vii) substitute release the Holdings Guaranty or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the U.S. Borrower's Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Ap) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (q) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Br) without the consent of each AgentIssuing Lender affected thereby, amend, modify or -252- waive any provision of Section 2A or alter its rights or obligations with respect to Letters of Credit, (s) without the consent of each Bank Guaranty Issuer affected thereby, amend, modify or waive any provision of Section 10 2B or alter its rights or obligations with respect to Bank Guaranties, (t) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cv) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (w) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to Section 1.14 (as originally in effect) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14 or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any Tranche C Term Loan Scheduled Repayment or Incremental Term Loan Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (z)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to (i) enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents entered into by any Columbian Subsidiary Guarantor as may be required to give effect to the purposes of Section 8.24 and (ii) enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Holdings shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Holdings if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments (and related Obligations) and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate each Tranche of Revolving Loan Commitment and/or Incremental Term Loan Commitment of such Nonnon-Consenting Lender’s Commitment consenting Lender (if such Non-Consenting Lender’s 's consent is required as a result of such Tranche of its Revolving Loan Commitment and/or Incremental Term Loan Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a)4.01, provided that, unless the Commitments that which are terminated and/or the and Loans that and other Obligations which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, provided further, that in any event the Borrower Holdings shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans or other Obligations solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent in clause (a) above of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.1313.12, an amendment or waiver which relates to the rights or obligations of respective Borrower, the Administrative Agent may not be effected without and each Incremental Loan Lender may, in accordance with the consent provisions of Sections 1.15, 1.16 and 1.17, enter into an Incremental Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative AgentAgent and each such Incremental Loan Lender of such Incremental Loan Commitment Agreement, such Incremental Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, -------- discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note Fees thereon, or Commitment Commission reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents),
) under the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 13.12 (it being understood that with the Consent of the Required Banks, additional extensions of credit pursuant to the Agreement may provide for additional voting or of any other Section that expressly requires the consent of all the Lenders to do so,
rights with respect thereto), (viv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace , except that the Borrower may assign or otherwise transfer its rights, obligations and interests hereunder or under the other Credit Documents to any Wholly-Owned Domestic Subsidiary Guarantor of the Borrower to the extent (but only to the extent) that (i) the Borrower guarantees all of the Obligations of such assignee Subsidiary pursuant to a guaranty in form and substance satisfactory to the Required Banks and (ii) the Required Banks shall have consented to such assignment or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissiontransfer; provided, provided further, that no such change, waiver, ---------------- discharge or termination shall (Av) increase or extend the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the Revolving Loan Commitment of such LenderBank), (Bw) without the consent of each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such the Administrative Agent or and (Cz) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders non- consenting Banks whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (consenting Bank or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting Lender’s consenting Bank's Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender Bank which gave rise to the need to obtain such Non-Consenting Lender’s consentBank's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 3.02(b) and/or 4.01(a4.01(v), provided -------- that, unless the Revolving Loan Commitments that which are terminated and/or the and Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or the outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders remaining Banks (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the ---------------- right to replace a LenderBank, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (NRT Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly and negatively affected,
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date timing for or reduce the principal amount of any Scheduled Amortization Payment Amount (or any Subsequent Reduction Date, (z) any scheduled payment in connection with definition used therein to the Loans or any part thereof set forth on Schedule VIIIextent used therein), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date),
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(viivi) substitute or replace the Parent Guarantor, Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the relevant Guaranty,, and
(viiivii) reduce the Applicable Margin amend, modify or reduce the amount of any payment of principal, interest, fees or commissionwaive Section 2.06; provided, further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent Agent, the Parent Guarantor and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, or extend the First Reduction Date stated maturity of, or any Subsequent Reduction reimbursement obligation under, any Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash),
, or reduce any reimbursement obligations under any Letter of Credit, (ii) release any all or substantially all of the Collateral Subsidiary Guarantors from the Subsidiaries Guaranty (except as expressly provided in connection with a sale of such Subsidiary Guarantor in accordance with the Credit Documentsterms of this Agreement),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
, except mergers and/or consolidations involving one or more Borrowers and another Person (vii) substitute or replace the not already a Borrower or any a Subsidiary Guarantor thereof) shall be permitted with the prior written consent of the Required Lenders, provided that the survivor of such merger or release any Subsidiary Guarantor from consolidation (to the Guaranty,
(viiiextent not a Borrower) reduce is organized under the Applicable Margin laws of the United States or reduce a State thereof and executes and delivers to the amount Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of any payment the obligations of principal, interest, fees the respective Borrower or commissionBorrowers under this Agreement and the Notes; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of each Agentthe Supermajority Lenders, decrease the percentage set forth in Section 9.07 (as in effect on the Effective Date) or amend the definition of Supermajority Lenders, (3) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 10 2 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of Credit or Acceptances, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Borrowers shall have the right, so long as all Non-Consenting non–consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Non-Consenting non–consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Non-Consenting non–consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower Borrowers shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clauses (c) and (d), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected thereby, (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(yNote (except as a result of the extension of the Maturity Date as provided in Section 1.21) or extend the First Reduction stated expiration date of any Letter of Credit beyond the Maturity Date or any Subsequent Reduction Date, (z) any scheduled payment as the same may be extended as provided in connection with the Loans or any part thereof set forth on Schedule VIIISection 1.21), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), Fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i),
, so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections set forth in the proviso below to such additional extensions of all the Lenders to do so,
credit), (viii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (viiv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement (viiexcept that, with the consent of the Required Lenders, the Corporation may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) substitute Section 9.02) or replace (v) release the Borrower Corporation or any Subsidiary Guarantor or release any Subsidiary Guarantor Sheraton from the Guaranty,
its Guaranty (viii) reduce the Applicable Margin or reduce the amount of any payment of principalit being understood, interest, fees or commission; provided, furtherhowever, that the assumption by another Person of the Corporation's or Sheraton's obligations under the relevant Guaranty in connection with a merger or consolidation of the Corporation or Sheraton, as the case may be, with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of the Corporation or Sheraton, as the case may be, from its Guaranty); PROVIDED FURTHER, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (Au) in the case of any such change, waiver, discharge or termination to or of any Incremental Loan Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Loan Agreement, (v) increase or extend the Commitments (or sub-commitments) of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment (or sub-commitment) of any Lender, and that an increase in the available portion of any Commitment (or sub-commitment) of any Lender shall not constitute an increase in of the Commitment (or sub-commitment) of such Lender), (Bw) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent Agent, or (Cz) without the consent of the Security AgentSupermajority Lenders of the Term Loans, amendamend the definition of Supermajority Lenders (it being understood that, modify with -128- the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of the Loans and Commitments are included on the Effective Date) or waive waive, or decrease the amount of, any, Scheduled Repayment or extend the date on which any provision relating Scheduled Repayment is required to be made (it being understood and agreed, however, that (I) any reduction in the portion of any Scheduled Repayment payable prior to the rights or obligations Maturity Date to which a Lender may be entitled as a result of the Security Agentprovision (and incurrence) of Incremental Term Loans pursuant to Sections 1.01(f) and 1.19 and the absence of any proportionate increase in such Scheduled Repayments at the time of such provision (and incurrence), shall not require the consent of the Supermajority Lenders, (II) nothing in this clause (z) shall be construed to limit the right of each Lender to consent to the extension of the final scheduled maturity date of any Loan or Note on the terms specified in clause (i) of the immediately preceding proviso and (III) if additional term loans (other than Incremental Term Loans) are made pursuant to the Term Loan Tranche, the Scheduled Repayments may be increased on a proportionate basis without the consent of the Supermajority Lenders).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Corporation shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment)termination, and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower Corporation shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The At any time and from time to time after the Effective Date, one or more Persons may become Alternate Currency Revolving Loan Borrowers in accordance with the provisions of Section 6.04 and the definition of Alternate Currency Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute an Alternate Currency Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Alternate Currency Revolving Loan Borrower as such an Alternate Currency Revolving Loan Borrower on a prospective basis; PROVIDED that at the time of such removal there are no outstanding Alternate Currency Revolving Loans owing to such Alternate Currency Revolving Loan Borrower, and all other amounts then due and payable by such Alternate Currency Revolving Loan Borrower have been paid in full. Any removal of a Person as an Alternate Currency Revolving Loan Borrower shall have no effect on any obligations of such Person as an Alternate Currency Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as an Alternate Currency Revolving Loan Borrower.
(d) From time to time after the Effective Date, if, with the consent of the Corporation and the Administrative Agent, one or more Lenders is willing (at its sole discretion), to increase the amount of its Alternate Currency Revolving Loan Sub-Commitment with respect to one or more Alternate Currencies, then the Alternate Currency Revolving Loan Sub-Commitments of such Lender may be so increased as agreed by it (pursuant to a written agreement entered into, and executed by, the respective Lender, the Administrative Agent and the Borrower may amend any Credit Document Corporation); PROVIDED that (x) to correct administrative errors or omissionsthe extent the Alternate Currency Revolving Loan Sub-Commitments of the respective Lender are increased, or the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender shall be decreased, (y) arrangements satisfactory to the Administrative Agent shall be made so that, after giving effect administrative to the adjustment to the respective Lender's Alternate Currency Revolving Loan Sub-Commitments, such Lender participates in all then outstanding extensions of credit on the same basis as it would otherwise have so participated if it had originally had Alternate Currency Revolving Loan Sub-Commitments and a related Non-Alternate Currency Revolving Loan Sub-Commitment as same will be in effect after giving effect to the changes that are not adverse contemplated by this clause (d) and (z) without the prior written consent of the Required Lenders, no increase to any Alternate Currency Revolving Loan Sub-Commitment of any Lender shall be made pursuant to this clause (d) if, immediately after giving effect thereto, the Total Alternate Currency Revolving Loan Sub-Commitment would exceed the lesser of (x) $350,000,000 and (y) the Total Revolving Loan Commitment as then in effect.
(e) From time to time after the Effective Date, if one or more Alternate Currency Lenders desires to reduce the amount of its Alternate Currency Revolving Loan Sub-Commitment with respect to one or more Alternate Currencies, then the respective Alternate Currency Lender shall provide 30 days' prior written notice thereof to the Corporation and the Administrative Agent, specifying the relevant Alternate Currency Revolving Loan Sub-Commitment to be so reduced and the amount of such reduction; PROVIDED HOWEVER, that no more than one such notice may be delivered by any Alternate Currency Lender in any 3 month period. Any such reduction to an Alternate Currency Revolving Loan Sub-Commitment of any Alternate Currency Lender shall be effective on the 30th day following delivery of the foregoing notice (or, if such 30th day is not a Business Day, the next succeeding Business Day after such 30th day), with the following to occur concurrently therewith: (i) the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender shall be increased by the amount of the reduction to the Alternate Currency Revolving Loan Sub-Commitment of such Lender, (ii) the relevant Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Dollar Revolving Loans and/or Alternate Currency Revolving Loans in a given Alternate Currency of certain of the RL Lenders, and incur additional Dollar Revolving Loans and/or Alternate Currency Revolving Loans in a given Alternate Currency from certain other RL Lenders (including the Incremental RL Lenders) or (y) take such other actions as may be required by the Administrative Agent (including by requiring new Dollar Revolving Loans or Alternate Currency Revolving Loans in a given Alternate Currency to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans (to the extent required to be maintained as Euro Rate Loans) may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that (I) all of the RL Lenders effectively participate in each outstanding Borrowing of Dollar Revolving Loans PRO RATA on the basis of their Dollar Percentages (determined after giving effect to the decrease in the Alternate Currency Revolving -130- Loan Commitment or Commitments of such Lender (and the increase in the Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender) pursuant to this Section 13.12(e)) and (II) all Alternate Currency Lenders with an Alternate Currency Revolving Loan Sub-Commitment in a given Alternate Currency effectively participate in each outstanding Borrowing of Alternate Currency Revolving Loans in such Alternate Currency PRO RATA on the basis of their Alternate Currency RL Percentages as the same relate to such Alternate Currency (determined after giving effect to the decrease in the Alternate Currency Revolving Loan Commitment or Commitments of such Lender (and the increase in the Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender) pursuant to this Section 13.12(e)), (iii) the Corporation shall pay to the respective RL Lenders any costs of the type referred to in Section 1.12 in connection with any repayment and/or Borrowing required pursuant to preceding clause (ii) and (iv) to the extent Dollar Revolving Loans or Alternate Currency Revolving Loans in a given Alternate Currency are to be so incurred or added to the then outstanding Borrowings of the respective such Loans which are maintained as Euro Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrowers such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clause (iv) of the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.
(f) Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent in clauses (a) through (e) above of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.1313.12, an amendment or waiver which relates to the rights or obligations of Corporation, the Administrative Agent may not be effected without and each Incremental Loan Lender may, in accordance with the consent provisions of Sections 1.19 and 1.20, enter into an Incremental Loan Commitment Agreement, PROVIDED that after the execution and delivery by the Corporation, the Administrative AgentAgent and each such Incremental Loan Lender of such Incremental Loan Commitment Agreement, such Incremental Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) through (e) above of this Section 13.12.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that that
(i) no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) ), directly and negatively affected,affected thereby:
(iA) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend any regularly scheduled dates for payment of principal of, or interest on, the First Reduction Date Loans, or extend the stated maturity of any Subsequent Reduction Letter of Credit beyond the RL Maturity Date, or reduce or forgive the principal amount thereof (z) any scheduled payment except to the extent repaid in connection with the Loans or any part thereof set forth on Schedule VIIIcash), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (iA)), or reduce the principal amount thereof (except to the extent repaid in cash),
(iiB) increase the amount of any Commitment of such Lender or extend the expiration date of any Commitment of such Lender,
(C) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents)) under all the Security Documents or release all or substantially all of the Subsidiary Guarantors from their guaranty obligations under the Subsidiaries Guaranty,
(iii) an increase in or extension of any Lender’s Commitment;
(ivD) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so13.12,
(vE) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement Agreement, in each such case, may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Closing Effective Date),, or
(viF) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender).
(ii) no such change, (B) waiver, discharge or termination shall, without the consent of each Agentthe Swingline Lender or, in the case of Letters of Credit, the respective Issuing Lender, amend, modify or waive any provision of Section 10 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans,
(iii) no such change, waiver, discharge or termination shall, without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent Agent, or
(iv) no such change, waiver, discharge or (C) termination shall, without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (i) or (iiA) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of 111 Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination.
(c) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or (ii) terminate more of such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s other Lenders whose individual consent is required as a result of its Commitment)is not obtained, then the Borrower shall have the right to terminate such non-consenting Lender's Commitments and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise Lender, provided, however, that such termination shall only be permitted to the need extent the Borrower receives proceeds from the issuance of common equity to obtain such Non-Consenting Lender’s consentTHL or other Permitted Holders, in accordance with Sections 3.02(b) and/or 4.01(a)and provided, provided further, that, unless the Commitments that are terminated and/or the and Loans that are repaid pursuant to preceding clause this subclause (iic) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause this subclause (iic) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace terminate the Commitment of a Lender, terminate such Lender’s Commitment Lender or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,affected in the case of following clause (i)):
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents)) under all the Security Documents or release all or substantially all of the Subsidiary Guarantors,
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.11 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do sothe Term Loans and the Revolving Loan Commitments on the Closing Date),
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date),
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vi) amend Section 2.9 so as to permit Interest Periods that are greater than six months,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,amend Section 13.4(b), or
(viii) reduce the Applicable Margin amend, modify or reduce the amount of waive any payment of principal, interest, fees or commissionTerm Loan Scheduled Repayment to be made pursuant to Sections 5.2(b) - (f); provided, provided further, that no such amendment, change, waiver, discharge or termination shall shall:
(Aix) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), ,
(Bx) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to affect the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations duties of the Administrative Agent may not be effected Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender hereunder or under any other Credit Document, without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be,
(xi) (A) amend, change, modify or waive Section 5.2(a) or (B) have the effect (either immediately) or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan or Swingline Loan or the issuance of a Letter of Credit, unless such amendment, modification or waiver shall have been consented to by the holders of more than 50% of the aggregate principal amount of the Revolving Loan Commitments,
(xii) amend, change, modify or waive the provisions of Section 5.2(g), or adversely affect the rights of Lenders participating in any Tranche different from those of the Lenders participating in other Tranches, unless, in any such case, such amendment, modification or waiver shall have been consented to by the holders of (in Dollars) more than 50% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitments, the Lenders holding more than 50% of the aggregate principal amount of Revolving Loan Commitments (it being agreed and understood that modifications which affect all Lenders ratably shall not be considered hereunder as affecting Lenders of any Tranche differently).
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Amendment or Waiver; etc. (a) Neither Except as expressly provided in Section 13.25(b), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity (or, in the case of any Loan Commitment, final scheduled termination) of any Commitment, Loan, Note or Note,(y) extend the First Reduction stated maturity of, or any reimbursement obligation with respect to, any Letter of Credit beyond the Maturity Date or extend the duration of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIInterest Period beyond six months, or reduce the rate or reduce amount or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal or face amount thereof (except to the extent repaid paid in cash),
, (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viii) reduce the percentage specified in the definition of “Required Lenders Lenders” contained herein (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (viiv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement or (viiv) substitute or replace release the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the U.S. Borrower’s Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (As) amend Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, without the consent of each adversely affected Lender, (t) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (u) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender as a result of any of the foregoing shall not constitute an increase in the Commitment of such Lender), (Bv) without the consent of each Issuing Lender affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (x) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loan Commitments pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02) (although the Required Lenders may waive, in whole or in part, any such Agent prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (Cz) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations Majority Lenders of the Security Agentrespective Tranche affected thereby, amend the definition of “Majority Lenders” contained herein (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viiv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the U.S. Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the U.S. Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments (and related Obligations) and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate the outstanding Commitments of such Nonnon-Consenting Lender’s Commitment consenting Lender (if such Non-Consenting Lender’s consent is required as a result of its Commitmentsuch Commitments), and/or repay the outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a)4.01, provided that, unless the Commitments that which are terminated and/or the and Loans that and other Obligations which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, provided further, that in any event the U.S. Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans or other Obligations solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Owens Corning)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Aleris may be released from the Guaranties and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Term Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for extend or reduce (x) postpone the final scheduled maturity or any date fixed for any scheduled repayment of principal of any Loan or Note,(y) Note or extend the First Reduction Date or duration of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIInterest Period for a Euro Rate Loan beyond six months, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash),
thereof, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 12.12(a) (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
, or (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 11 or any other provision of this Agreement as same relates to the rights or obligations of such Agent or the Administrative Agent, (C3) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (4) without the consent of the Syndication Agent or either Joint Lead Arranger, amend, modify or waive any provision relating to the rights or obligations of the Syndication Agent or either Joint Lead Arranger, as the case may be, or (5) without the consent of the Supermajority Lenders of the affected Tranche, amend, modify or waive any provision of this Agreement in a manner which would have a disproportionate effect on such Tranche (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Aleris shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either either
(iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if Aleris the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) Tranches of such Non-Consenting LenderLoans, to replace only the respective Commitments and/or Tranche of Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result repay each Tranche of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(aSection 4.01(b), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower Aleris shall not have the right to replace a Lender, terminate such Lender’s Commitment Lender or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a12.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity Date or extend the duration of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIInterest Period beyond six months, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (yexcept to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and Credit-Linked Commitments on the Restatement Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Credit-Linked Commitments are included on the Closing Restatement Effective Date),
, (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
, or (viivi) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Borrower Guaranty or waive compliance by either Borrower with its payment obligations under its Borrower Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (Ap) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Br) without the consent of each Issuing Lender affected and Bank Guaranty Issuer affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Bank Guaranties, (s) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as the same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (t) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cu) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (v) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(a)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (w) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date), (x) except in cases where additional extensions of credit are being afforded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14, (y) without the consent of the Supermajority Lenders of the respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date) or (z) without the consent of the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the Deposit Bank. Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as may be reasonably requested by the U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in good faith by the U.S. Borrower) at any time does not exceed $5,000,000.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the U.S. Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the U.S. Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments (and related Obligations and, if applicable, Credit-Linked Deposits) and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate each Credit-Linked Commitment and/or Incremental Term Loan Commitment of such Nonnon-Consenting Lender’s Commitment consenting Lender (if such Non-Consenting Lender’s consent is required as a result of its such Credit-Linked Commitment and/or Incremental Term Loan Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) 3.01 and/or 4.01(a)4.01, provided that, unless the Commitments that which are terminated and/or the and Loans that and other Obligations which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, further, that in any event the U.S. Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans or other Obligations solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereinin clause (a) above of this Section 13.12, the respective Borrower, the Administrative Agent and each Incremental Loan Lender may, in accordance with the provisions of Section 1.15, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Incremental Loan Lender of such Incremental Term Loan Commitment Agreement, such amendment shall become effective without any further consent Incremental Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of any other party to such Credit Documentclause (a) above of this Section 13.12.
(d) Notwithstanding For purposes of Section 13.12(a), (i) a Voting Participant shall be deemed to be a “Lender” holding the portion of the Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of a given Tranche of any Lender (other provision than a Defaulting Lender) in this Section 11.13which it purchased a participation (and to have the voting rights of such Lender for the respective such Tranche) and (ii) a Lender (other than a Defaulting Lender) which has sold a participation in a portion of its Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of any Tranche to a Voting Participant shall be deemed to hold a Credit-Linked Commitment (and related Obligations), an amendment Incremental Term Loan Commitment or waiver which relates to the rights or obligations outstanding Term Loans of the Administrative Agent respective Tranche, as the case may not be effected without be, in each case, as reduced by the consent amount of the Administrative Agentparticipations therein sold to a Voting Participant.
Appears in 1 contract
Sources: Credit Agreement (Dole Food Co Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors party thereto Borrower and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby (other than a Defaulting Lender) directly and negatively affected,
), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or the First Reduction Date or due date of any Subsequent Reduction Date, (z) any scheduled amortization payment in connection with respect of the Loans or any part thereof set forth on Schedule VIIIDelayed Draw-Down Term Loans, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce or forgive the principal amount thereof or reduce or forgive any interest, fees or other amounts payable hereunder (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 12.12(a) (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders to do so,
type provided on the Effective Date), (viii) reduce the percentage specified in the definition of Required Lenders or Required Revolving Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
, (viiv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement or (viiv) substitute or replace amend Section 12.21 in a manner that would alter the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount pro rata sharing of any payment of principal, interest, fees or commissionamounts required thereby; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 13 or any other provision of this Agreement as same relates to the rights or obligations of such the Administrative Agent or (C4) adversely affect the rights of Lenders holding Commitments or Loans of one Class in a manner disproportionate to the effect on the rights of Lenders holding Commitments or Loans of another Class without the consent of the Security Agent, amend, modify Lenders of such disproportionately adversely affected Class that would constitute Required Lenders if such Class were the only Class of Loans or waive any provision relating to the rights or obligations of the Security AgentCommitments outstanding.
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viiv), inclusive, of the first proviso to Section 11.13(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) if such Lender is a non-consenting Revolving Lender, terminate such Nonnon-Consenting Lenderconsenting ▇▇▇▇▇▇’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or and repay the all outstanding Revolving Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Revolving Loan Commitments that which are terminated and/or the and Revolving Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Revolving Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Loans of existing Revolving Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a12.12(a). Upon the effectiveness of any such replacement or termination, provided, further that such Replacement replaced or terminated Lender shall be no longer constitute a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document “Lender” for purposes of this Agreement, except with respect to correct administrative errors or omissionsindemnifications under this Agreement, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment which shall become effective without any further consent of any other party survive as to such Credit DocumentLender.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors party thereto Borrower and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
modified in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of or interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of Trizec or all or substantially all of the Collateral Subsidiary Guarantors from their respective obligations under the Guaranty to which it is (except or they are) a party (except, in each case, as expressly provided in permitted by the Credit Documents),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Commitments on the Effective Date), (viv) reduce the percentage specified in amend the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor Trizec of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of Revolving Loans, Swingline Loans, Competitive Bid Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (2) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent the Administrative Agent, or (C6) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations Majority Lenders of the Security Agentrespective Tranche effected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.15 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), Commitments and/or repay the all outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, ; provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment Lender or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (yexcept to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) release all or substantially all of the Guarantees (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
, (iv) amend, modify or waive any provision of this Section 11.13 or 12.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the A-1 Term Loans, A-2 Term Loans and the Revolving Loan Commitments on the Effective Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of A-1 Term Loans, A-2 Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender -135- over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of DBAG, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (3) without the consent of each applicable Agent, amend, modify or waive any provision of Section 10 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (C4) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (5) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Facility in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.01(a) or 4.02(B) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), PROVIDED that if in any circumstance the consent of the Majority Lenders of the Revolving Loan Facility is required pursuant to this clause (5) at any time that DBAG would constitute the Majority Lenders of such Facility, then the consent of the Majority Lenders shall not be deemed to have been obtained until DBAG and one other Lender with at least $5,000,000 of Revolving Loan Commitments shall have consented to the respective change, waiver, modification, discharge or termination (6) without the consent of the Supermajority Lenders of the respective Facility, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Superrequired Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or amend downward, waive or reduce any Scheduled Repayment of such affected Facility (except that, if additional Loans are made pursuant to a given Facility, the Scheduled Repayments of such Facility may be increased on a proportionate basis without the consent otherwise required by this clause (6)) or (7) without the consent of the Superequired Lenders, increase the Total Commitment or make any additional extensions of credit pursuant to this Agreement; and PROVIDED FURTHER, that notwithstanding anything to the contrary contained in this Section 12.12, upon the request of the Borrower and with the consent of DBAG, the Administrative Agent, the Borrower and DBAG shall be entitled, without the consent of any of the other Lenders, to effect such amendments or modifications to this Agreement and the other Credit Documents as the Borrower, the Administrative Agent and DBAG deem necessary and appropriate to permit DBAG to convert all or part of its outstanding A-2 Term Loans to a new tranche of Term Loans denominated in Euros (the "A-3 Term Loans"), it being understood and agreed that (i) the aggregate principal amount of A-2 Term Loans to be converted to A-3 Term Loans shall be mutually acceptable to DBAG and the Borrower and (ii) the terms and conditions of any A-3 Term Loans shall be substantially similar to the existing tranches of Term Loans and otherwise reasonably acceptable to DBAG and the Borrower.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (viv), inclusive, of the first proviso to Section 11.13(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of 's Commitments and repay in full its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consentLoans, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided PROVIDED that, unless the Commitments that are terminated and/or the and Loans that are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a12.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Final Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i),
, notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase release all or substantially all of the Subsidiary Guarantors from the Subsidiaries Guaranty (except as expressly provided in or extension of any Lender’s Commitment;
the Credit Documents), (iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Revolving Loan Commitments on the Effective Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect or extend the expiration date of any Revolving Loan Commitment of any Lender without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase in of the Revolving Loan Commitment of such Lender), (B) without the consent of each the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, 105 alter the Swingline Lender's rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders to fund Mandatory Borrowings), (D) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent the Administrative Agent, or (CE) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent theretotermination, provided, furtherthat, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision above in this Section 11.1313.12, an amendment or waiver which relates to the rights or obligations of the Administrative Agent and the Collateral Agent may not be effected (i) enter into amendments to the Subsidiaries Guaranties and the Security Documents for the purpose of adding additional Subsidiaries of the Borrower or other Credit Parties as parties thereto and (ii) enter into security documents and guaranty agreements to satisfy the requirements of Sections 8.11, 8.12, 8.14, 9.01 and 9.02, in each case without the consent of the Administrative AgentRequired Lenders.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Final Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note Fees thereon, or Commitment Commission reduce the principal amount thereof (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral Subsidiary Guarantors under the Subsidiaries Guaranty (except as expressly provided in connection with a sale of such Subsidiary Guarantor in accordance with the Credit Documentsterms of this Agreement),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each the respective Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, or (4) without the consent of the respective Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Revolving Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to and cash collateralize its applicable Percentage of the need to obtain such Non-Consenting Lender’s consent, Letter of Credit Outstandings in accordance with Sections 3.02(b) and/or 4.01(aand 4.01(b), provided that, unless the Commitments Commitment that are terminated and/or the is terminated, and Revolving Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Revolving Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.-77- 83
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors party thereto Borrower and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby (other than a Defaulting Lender) directly and negatively affected,
), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(yNote or the due date of any amortization payment in respect of the Term Loans, (y) extend the First Reduction stated expiration date of any Letter of Credit beyond the one year anniversary of the Maturity Date (it being understood that the provisions of Section 4.02A(d) shall remain in effect with respect to any Letter of Credit having an expiry date later than the Maturity Date (or any Subsequent Reduction which, pursuant to its terms, may be extended to a date later than the Maturity Date)), or (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIrespect to clauses (x) and (y), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce or forgive the principal amount thereof or reduce or forgive any interest, fees or other amounts payable hereunder (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided on the Effective Date) or of any other Section that expressly requires the consent of all the Lenders to do so,
4.02(A)(d), (viii) reduce the percentage specified in the definition of Required Lenders, Required Term Lenders or Required Revolving Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
, (viiv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement or (viiv) substitute or replace amend Section 13.06 in a manner that would alter the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount pro rata sharing of any payment of principal, interest, fees or commissionamounts required thereby; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the any Commitments pursuant to Section 3.03(b)(ii) shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any the Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision of this Agreement as same relates to the rights or obligations of such the Administrative Agent or (C5) adversely affect the rights of Lenders holding Commitments or Loans of one Class in a manner disproportionate to the effect on the rights of Lenders holding Commitments or Loans of another Class without the consent of the Security AgentLenders of such disproportionately adversely affected Class that would constitute Required Lenders if such Class were the only Class of Loans or Commitments outstanding; provided, amendfurther, modify that no waiver of any condition set forth in Section 6 with respect to any Credit Event shall become effective without the consent of (i) the Required Revolving Lenders (in the case of a Revolving Loan or waive any provision relating Letter of Credit) or (ii) the Required Term Lenders (in the case of a Term Loan), in each case in addition to the rights or obligations of the Security Agentother consents required pursuant to this Section 13.12(a).
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viiv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) if such Lender is a non-consenting Revolving Lender, terminate such Nonnon-Consenting consenting Lender’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or and repay the all outstanding Revolving Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to and cash collateralize its applicable RL Percentage of the need to obtain such Non-Consenting Lender’s consentLetter of Credit Outstandings, in each case as applicable, in accordance with Sections 3.02(b3.02(a)(ii) and/or 4.01(a4.01(b), provided that, unless the Revolving Loan Commitments that which are terminated and/or the and Revolving Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Revolving Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Loans of existing Revolving Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a). Upon the effectiveness of any such replacement or termination, such replaced or terminated Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), provided, further that which shall survive as to such Replacement Lender shall be a bank or financial institutionLender.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent in clause (a) above of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.1313.12, the Borrower, the Administrative Agent and each Additional Lender (and each other Revolving Lender and/or Term Lender providing an amendment Increased Commitment) may, in accordance with the provisions of Section 1.14 enter into an Incremental Commitment Agreement and effect such amendments to this Agreement and the other Credit Documents as may be necessary or waiver which relates to appropriate, in the rights or obligations reasonable opinion of the Administrative Agent may not be effected without and the consent Borrower, to effect the provisions of Section 1.14, provided that after the execution and delivery by the Borrower, the Administrative AgentAgent and each such Additional Lender or other Lender of such Incremental Commitment Agreement, such Incremental Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate of interest or reduce Fees or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i),
), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase release a Subsidiary Guarantor from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or extension in connection with the sale of any Lender’s Commitment;
such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (v) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Au) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase in of the Commitment of such LenderBank), (Bv) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Agents, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment or without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting Lenders consenting Banks whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender consenting Bank or Banks (or, at the option of the Borrower if the respective Non-Consenting Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective Nonnon-Consenting Lender consenting Bank which gave rise to the need to obtain such Non-Consenting Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting Lender’s Commitment consenting Bank's Commitments (if such Non-Consenting Lender’s Bank's consent is required as a result of its Commitment), Commitments) and/or repay the outstanding Term Loans and terminate any outstanding Commitments of such Non-Consenting Lender Bank which gave rise to the need to obtain such Non-Consenting Lender’s Bank's consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or the outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders Banks (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
modified in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of -129- interest or any Fees for purposes of this clause (i),
), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (C4) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (5) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Incremental Term Loan Repayment, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Revolving Loans are included on the Effective Date), (8) in cases where any Tranche of Incremental Term Loans is being added to pursuant to Section 1.13, without the consent of the Supermajority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.13(c), and (9) without the consent of the Majority Lenders of each Tranche of Term Loans and the Supermajority Lenders of the Tranche consisting of the Total Revolving Loan Commitment (and the extensions of credit pursuant thereto), amend or modify the provisions of Section 1.13(a)(ix) or (x).
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Borrower, if the respective Non-Consenting Lender’s 's individual consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Commitments and/or Loans under the respective Tranche of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting a Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting a Lender’s 's individual consent is required as a result of its Revolving Loan Commitment), ) and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender under each Tranche which gave rise to the need to obtain such Non-Consenting a Lender’s consent, 's individual consent and/or cash collateralize its applicable Percentage of the Letter of Credit Outstandings in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment any of its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (yexcept to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction, so long as the primary purpose (as determined in good faith by Holdings and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Closing Effective Date),
, (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement (viiexcept in the circumstances permitted by the exception to the first proviso to the first sentence of Section 13.04(a)) substitute -209- or replace (vi) amend, waive or modify the Borrower approval rights of the Lenders in respect of a one-week or any Subsidiary Guarantor nine or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissiontwelve-month Interest Period as provided in Section 1.09; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (As) increase without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional Obligations and Tranches may be included in the determination of the Majority Lenders on substantially the same basis as the Obligations and Tranches are included on the Effective Date), (t) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although (i) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (ii) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Lenders as required above, such Tranches may be included on a PRO RATA basis (as is originally done with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Section 4.02(b) and any section providing Scheduled Repayments for any new Tranche of Term Loans), (u) without the consent of the Majority Lenders of the respective Tranche, waive, reduce the amount of, or extend the Commitments date of, any Scheduled Repayment applicable to such Tranche (it being understood that no such consent of the Majority Lenders of the affected Tranche shall be required in connection with any increase in the Scheduled Repayments of such affected Tranche, including, without limitation, as a result of the making of additional Loans pursuant to a given Tranche which has the effect of increasing the Scheduled Repayments of such affected Tranche on a proportionate basis), (v) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bw) without the consent of each Agentthe respective Issuing Lender or Issuing Lenders affected thereby, amend, modify or waive any provision of Section 10 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit issued by it, (x) without the consent of Chase, amend, modify or waive any provision of Sections 1.01(d) and (e) or alter its rights and obligations with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders to fund Mandatory Borrowings), (y) without the consent of the respective Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or and (Cz) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Vertis Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby (other than a Defaulting Lender) directly and negatively affected,
), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Final Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i) so long as the principal purpose of such amendment or modification was not to reduce the rate of interest or Fees),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan 106 Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Av) increase or extend the Commitments Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase in of the Revolving Loan Commitment of such Lender), (Bw) without the consent of each any Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent the Administrative Agent, or (Cz) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Borrowers shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Revolving Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to and cash collateralize its applicable Percentage of the need to obtain such Non-Consenting Lender’s consent, Letter of Credit Outstandings in accordance with Sections 3.02(b) and/or 4.01(aand 4.01(b), provided that, unless the Commitments Revolving Loan Commitment that are terminated and/or the is terminated, and Revolving Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower Borrowers shall not have the right to replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Revolving Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision above in this Section 11.1313.12, an amendment or waiver which relates to the rights or obligations of the Administrative Agent and the Collateral Agent may not be effected (i) enter into amendments to the Subsidiaries Guaranties and the Security Documents for the purpose of adding additional Subsidiaries of the US Borrower or other Credit Parties as parties thereto and (ii) enter into security documents and guaranty agreements to satisfy the requirements of Sections 8.11, 8.12, 8.14 and 8.15, in each case without the consent of the Administrative AgentRequired Lenders.
Appears in 1 contract
Sources: Credit Agreement (Sitel Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Restatement Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower Agreement or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissionother Credit Document; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (At) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bu) without the consent of each the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent or the Syndication Agent, amend, modify or waive any provision of Section 10 12 as same applies to such the Administrative Agent or the Syndication Agent, as the case may be, or any other provision as same relates to the rights or obligations of such the Administrative Agent or the Syndication Agent, as the case may be, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b), (c), (d) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Majority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting Lender’s 's consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Term Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(iv), provided PROVIDED that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined both before and after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither Except as provided in Section 2.23, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and, in the case of this Agreement, signed by the respective Obligors Credit Parties party thereto hereto and the Required Lenders or, in the case of any other Credit Document, signed by the respective Credit Parties hereto and the Administrative Agent or Collateral Agent party thereto with the consent of the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Loan Document Obligations being directly and negatively affected,
affected thereby in the case of the following clauses (i) Extend and (vi), and in such case only to the timing for or reduce extent of such Loan Document Obligations), (xi) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Revolving Loan Maturity Date or extend the required date of reimbursement of any Subsequent Reduction LC Disbursement or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date (it being understood that any change to, or the deletion of, the proviso to the definition of “Term Loan Maturity Date, (z) ” is not an extension of the final scheduled maturity of any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIINotes hereunder), or reduce the rate or reduce amount or extend the time of payment of interest on or fees thereon, or reduce the principal amount of any Loan, B/A or LC Disbursement or extend any Scheduled Repayment or any scheduled payment of principal of any Incremental Term Loan or Note or Commitment Commission (except (x) in connection with reduce the waiver of applicability amount of any post-default increase in interest rates and such Scheduled Repayment or scheduled payment (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of all or substantially all the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release the Guaranty by Holdings or any other material Guaranty (except as expressly provided in the Guaranties) or limit the liability of Holdings or the applicable Credit Documents),
(iii) an increase in or extension of Party under any Lender’s Commitment;
such Guaranty, (iv) amend, modify or waive any provision of this Section 11.13 or 10.11 (except for technical amendments with respect to additional extensions of any other Section credit pursuant to this Agreement that expressly requires afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (vi) amend, modify or waive any other provisions of any Credit Document specifying the number or percentage of Lenders (or Lenders of any Tranche) required to waive, amend or modify any rights thereunder or grant any consent thereunder, (vii) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower Agreement or any Subsidiary Guarantor other Credit Document or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce amend, modify or waive the Applicable Margin requirement set forth in Section 2.19(b) that funds be applied ratably among the parties entitled thereto; and provided further that no such changes, waivers, discharge or reduce the amount termination shall (i) change any provisions of any payment Credit Document in a manner that by its terms adversely affects the rights in respect of principalpayments, interestor Collateral to secure payments, fees due to Lenders holding Loans of any Tranche differently than those holding Loans of any other Tranche, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Tranche, or commission(ii) modify the protections afforded to an SPV pursuant to the provisions of Section 10.04(e) without the written consent of such SPV; provided, provided further, that any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments of any other Tranche) may be effected by an agreement or agreements in writing entered into by Holdings, each Borrower and the requisite percentage in interest of the affected Tranche of Lenders that would be required to consent thereto under this Section if such Tranche of Lenders were the only Tranche of Lenders hereunder at the time; provided further that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over (or reduce, on a non-pro rata basis, the Commitments of any Lender from) the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments US Total Revolving Loan Commitment or Global Total Revolving Loan Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent or Collateral Agent, amend, modify or waive any provision of Section 10 Article X as same applies to such the Administrative Agent or Collateral Agent, as the case may be, or any other provision as same relates to the rights or obligations of such the Administrative Agent or (C) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to as the rights or obligations of the Security Agentcase may be.
(b) If, in In connection with any proposed changeamendment, waivermodification, discharge waiver or termination to any (a “Proposed Change”) requiring the consent of the provisions of this Agreement as contemplated by clauses (i) through (vi)all affected Lenders, inclusive, of the first proviso to Section 11.13(a), if the consent of the Required Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Tranche pursuant to clause (i) of the second proviso of paragraph (a) of this Section, the consent of a majority in interest of the outstanding Loans and unused Commitments of such Tranche) to such Proposed Change is obtained obtained, but the consent to such Proposed Change of one or more of such other Lenders whose consent is required is not obtained (any such Lender, Lender whose consent is not obtained as described in paragraph (a) of this Section being referred to as a “Non-Consenting Lender”) ), then, so long as the Lender that is acting as Administrative Agent is
not obtaineda Non-Consenting Lender, then at the Borrower US Borrower’s request, any assignee that is acceptable to the Administrative Agent shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) belowwith the Administrative Agent’s consent, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of purchase from such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective and such Non-Consenting Lender which gave rise agrees that it shall, upon the US Borrower’s request, sell and assign to the need such assignee, at no expense to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at , all the time of such replacementCommitments, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Term Loans and terminate any outstanding Commitments US Revolving Credit Exposure and Global Revolving Credit Exposure of such Non-Consenting Lender which gave rise for an amount equal to the principal balance of all Term Loans and Revolving Loans and B/As (and funded participations in Swingline Loans and unreimbursed LC Disbursements) held by such Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption Agreement in accordance with Section 10.04(b) (which Assignment and Assumption Agreement need to obtain not be signed by such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), ; provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect as a condition precedent to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise effectiveness of such Lender’s rights (and the withholding of any required consent by sale or assignment such Lender) pursuant assignee consents, or has consented, to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institutionProposed Change.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Compass Minerals International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity Date or extend the duration of any Subsequent Reduction Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIIInterest Period beyond six months, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (yexcept to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and Credit-Linked Commitments on the Restatement Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Credit-Linked Commitments are included on the Closing Restatement Effective Date),
, (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor Credit Agreement Party of any of its respective rights and obligations under this Agreement,
, or (viivi) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Credit Agreement Party Guaranty or waive compliance by any Credit Agreement Party with its payment obligations under its Credit Agreement Party Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (Ap) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Br) without the consent of each Issuing Lender affected and Bank Guaranty Issuer thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Bank Guaranties, (s) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent, (t) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cu) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (v) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (w) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date), (x) except in cases where additional extensions of credit are being afforded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14; (y) without the consent of the Supermajority Lenders of the respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date) or (z) without the consent of (A) the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the Deposit Bank or (B) the Intermediate Holdco Paying Agent, amend, modify or waive any provision relating to the rights or obligations of the Intermediate Holdco Paying Agent. Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as may be reasonably requested by the U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in good faith by the U.S. Borrower) at any time does not exceed $5,000,000.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Holdings shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Holdings if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans Tranches (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments (and related Obligations and, if applicable, Credit-Linked Deposits) and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate each Credit-Linked Commitment and/or Incremental Term Loan Commitment of such Nonnon-Consenting Lender’s Commitment consenting Lender (if such Non-Consenting Lender’s consent is required as a result of its such Credit-Linked Commitment and/or Incremental Term Loan Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a)4.01, provided that, unless the Commitments that which are terminated and/or the and Loans that and other Obligations which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, further, that in any event the Borrower Holdings shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans or other Obligations solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained hereinin clause (a) above of this Section 13.12, the respective Borrower, the Administrative Agent and each Incremental Loan Lender may, in accordance with the provisions of Section 1.15, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Incremental Loan Lender of such Incremental Term Loan Commitment Agreement, such amendment shall become effective without any further consent Incremental Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of any other party to such Credit Documentclause (a) above of this Section 13.12.
(d) Notwithstanding any other provision in this For purposes of Section 11.1313.12(a), an amendment or waiver which relates (i) a Voting Participant shall be deemed to be a “Lender” holding the rights or obligations portion of the Administrative Agent may not Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of a given Tranche of any Lender (other than a Defaulting Lender) in which it purchased a participation (and to have the voting rights of such Lender for the respective such Tranche) and (ii) a Lender (other than a Defaulting Lender) which has sold a participation in a portion of its Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of any Tranche to a Voting Participant shall be effected without the consent deemed to hold a Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment or outstanding Term Loans of the Administrative Agentrespective Tranche, as the case may be, in each case, as reduced by the amount of the participations therein sold to a Voting Participant.
Appears in 1 contract
Sources: Credit Agreement (Dole Food Co Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the 118 consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter such Issuing Lender's rights or obligations with respect to Letters of Credit issued by it, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or Agent, (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (6) without the consent of the Supermajority Lenders (x) reduce the ratio set forth in Section 9.11 or (y) amend or modify the definition of Consolidated Working Capital Ratio to the extent that such amendment or modification would have the effect of making it easier for the Borrower to comply with Section 9.11 or (7) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Borrower, if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of the Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Revolving Loan Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting Lender’s 's consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided PROVIDED that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to 119
replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Nash Finch Co)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date date for any Scheduled Repayment or extend the stated expiration date of any Subsequent Reduction Letter of Credit beyond the A Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (in each case, except as expressly provided in the Credit Documents) under all the Security Documents or release all or substantially all of the Subsidiary Guarantors under the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of each AgentIssuing Lender, amend, modify or waive any provision of Section 10 2 or alter any such Issuing Lender's rights or obligations with respect to Letters of Credit, (3) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (C4) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security AgentCollateral Agent or (5) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding 's Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b3.02(c) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment any of its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither Except as provided in Section 2.23, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and, in the case of this Agreement, signed by the respective Obligors Credit Parties party thereto hereto and the Required Lenders or, in the case of any other Credit Document, signed by the respective Credit Parties hereto and the Administrative Agent or Collateral Agent party thereto with the consent of the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Loan Document Obligations being directly and negatively affected,
affected thereby in the case of the following clauses (i) Extend and (vi), and in such case only to the timing for or reduce extent of such Loan Document Obligations), (xi) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Revolving Loan Maturity Date or extend the required date of reimbursement of any Subsequent Reduction LC Disbursement or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date (it being understood that any change to, or the deletion of, the proviso to the definition of “Term Loan Maturity Date, (z) ” is not an extension of the final scheduled maturity of any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIIINotes hereunder), or reduce the rate or reduce amount or extend the time of payment of interest on or fees thereon, or reduce the principal amount of any Loan, B/A or LC Disbursement or extend any Scheduled Repayment or any scheduled payment of principal of any Incremental Term Loan or Note or Commitment Commission (except (x) in connection with reduce the waiver of applicability amount of any post-default increase in interest rates and such Scheduled Repayment or scheduled payment (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of all or substantially all the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release the Guaranty by Holdings or any other material Guaranty (except as expressly provided in the Guaranties) or limit the liability of Holdings or the applicable Credit Documents),
(iii) an increase in or extension of Party under any Lender’s Commitment;
such Guaranty, (iv) amend, modify or waive any provision of this Section 11.13 or 10.11 (except for technical amendments with respect to additional extensions of any other Section credit pursuant to this Agreement that expressly requires afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (vi) amend, modify or waive any other provisions of any Credit Document specifying the number or percentage of Lenders (or Lenders of any Tranche) required to waive, amend or modify any rights thereunder or grant any consent thereunder, (vii) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower Agreement or any Subsidiary Guarantor other Credit Document or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce amend, modify or waive the Applicable Margin requirement set forth in Section 2.19(b) that funds be applied ratably among the parties entitled thereto; and provided further that no such changes, waivers, discharge or reduce the amount termination shall (i) change any provisions of any payment Credit Document in a manner that by its terms adversely affects the rights in respect of principalpayments, interestor Collateral to secure payments, fees due to Lenders holding Loans of any Tranche differently than those holding Loans of any other Tranche, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Tranche, or commission(ii) modify the protections afforded to an SPV pursuant to the provisions of Section 10.04(e) without the written consent of such SPV; provided, provided further, that any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments of any other Tranche) may be effected by an agreement or agreements in writing entered into by Holdings, each Borrower and the requisite percentage in interest of the affected Tranche of Lenders that would be required to consent thereto under this Section if such Tranche of Lenders were the only Tranche of Lenders hereunder at the time; provided further that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over (or reduce, on a non-pro rata basis, the Commitments of any Lender from) the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments US Total Revolving Loan Commitment or Global Total Revolving Loan Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent or Collateral Agent, amend, modify or waive any provision of Section 10 Article X as same applies to such the Administrative Agent or Collateral Agent, as the case may be, or any other provision as same relates to the rights or obligations of such the Administrative Agent or (C) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to as the rights or obligations of the Security Agentcase may be.
(b) If, in In connection with any proposed changeamendment, waivermodification, discharge waiver or termination to any (a “Proposed Change”) requiring the consent of the provisions of this Agreement as contemplated by clauses (i) through (vi)all affected Lenders, inclusive, of the first proviso to Section 11.13(a), if the consent of the Required Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Tranche pursuant to clause (i) of the second proviso of paragraph (a) of this Section, the consent of a majority in interest of the outstanding Loans and unused Commitments of such Tranche) to such Proposed Change is obtained obtained, but the consent to such Proposed Change of one or more of such other Lenders whose consent is required is not obtained (any such Lender, Lender whose consent is not obtained as described in paragraph (a) of this Section being referred to as a “Non-Consenting Lender”) is not obtained), then the Borrower shall have the rightthen, so long as all Non-Consenting Lenders whose individual consent the Lender that is required are treated acting as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.is
Appears in 1 contract
Sources: Credit Agreement (Compass Minerals International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date (it being understood that any amendment, modification or any Subsequent Reduction waiver to the proviso in the definitions of B Term Loan Maturity Date, (z) Multiple Draw A Term Loan Maturity Date and Revolving Loan Maturity Date which extends any scheduled payment such Maturity Date beyond May 9, 2000 but not beyond the later date set forth in connection such definitions shall be permitted with the Loans or any part thereof set forth on Schedule VIIIconsent of only the Required Lenders), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note Fees thereon, or Commitment Commission reduce the principal amount thereof (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and rates) (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Term Loans and Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall ---------------- (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment Commitments of any Lender, and that an increase in the available portion of any Commitment Commitments of any Lender shall not constitute an increase in of the Commitment Commitments of such Lender), (B2) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (6) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) reduce the amount of, or extend the date of, any Multiple Draw A Term Loan Scheduled Repayment without the consent of Supermajority Lenders holding Multiple Draw A Term Loans, or reduce the amount, or extend the date of, any B Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding B Term Loans, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) without the consent of the Supermajority Lenders holding both Multiple Draw A Term Loans and B Term Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.to
Appears in 1 contract
Sources: Credit Agreement (Idt Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors party thereto Borrower and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
modified in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of or interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any the Temporary Guarantor from its obligations under the Temporary Guaranty or release all or substantially all of the Collateral Subsidiary Guarantors from their respective obligations under the Subsidiaries Guaranty (except except, in each case, as expressly provided in permitted by the Credit Documents),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary the Temporary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (3) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Administrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), 's Commitments and/or repay the all outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, ; provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment Lender or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, or extend the First Reduction Date stated maturity of, or any Subsequent Reduction reimbursement obligation under, any Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Term Loans and the Revolving Commitments on the Restatement Effective Date), (viii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Commitments are included on the Closing Restatement Effective Date),
) or (viiv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of Section 2.01(b), conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of each Agentthe respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 10 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans, (4) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C5) without the consent of the Security AgentMajority Lenders with respect to Term Loan Facility, amend, modify or waive any provision relating to the rights or obligations of the Security AgentTerm Loan Scheduled Repayment.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viiv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Commitment (if and repay such Nonnon-Consenting consenting Lender’s consent is required as a result of its Commitment), 's outstanding Revolving Loans) and/or repay the such non-consenting Lender's outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consentTerm Loans, in each case, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the such Revolving Commitment is terminated, and Loans that are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments Revolving Commitment and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Revolving Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Waters Corp /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Final Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note Fees thereon, or Commitment Commission reduce the principal amount thereof (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
, except that the U.S. Borrower may assign or otherwise transfer its rights, obligations and interests hereunder or under the other Credit Documents to any Wholly-Owned Domestic Subsidiary of the U.S. Borrower to the extent (viibut only to the extent) substitute that (i) the U.S. Borrower guarantees all of the Obligations of such assignee Subsidiary pursuant to a guaranty in form and substance satisfactory to the Required Banks and (ii) the Required Banks shall have consented to such assignment or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissiontransfer; provided, provided further, that no such change, waiver, discharge ---------------- or termination shall (At) without the consent of the Majority Lenders of each Sub-Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Sub-Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of credit pursuant to the various Sub-Tranches are included on the Initial Borrowing Date) or alter the required application of any prepayments, repayments or commitment reductions, as the between the various Sub-Tranches, pursuant to Sections 3.02, 3.03 or 4.02 (excluding Section 4.02(b))(although (x) the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Sub-Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches or Sub-Tranches of term loans are extended after the Initial Borrowing Date with the consent of the Required Banks as required above, such Tranches and/or Sub- Tranches may be included on a pro rata basis in the various prepayments or repayments required pursuant to Section 4.02), (u) without the consent of the Supermajority Banks of the Term Loans, reduce the amount of, or extend the date of, any Scheduled Repayment owing with respect thereto, or amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks additional extensions of credit pursuant to this Agreement may be included in the determination of Supermajority Banks on substantially the same basis as the extensions of Term Loans on the Initial Borrowing Date), (v) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase in the Commitment of such LenderBank), (Bw) without the consent of each AgentLetter of Issuer, amend, modify or waive any provision of Section 10 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of CSFB, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Agents, amend, modify or waive any provision of Section 12 as same applies to such Agent the Agents or any other provision as same relates to the rights or obligations of such Agent or the Agents and (Cz) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the U.S. Borrower shall have the right, so long as all Nonnon-Consenting Lenders consenting Banks whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender consenting Bank or Banks (or, at the option of the U.S. Borrower if the respective Non-Consenting Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Revolving Loan Commitments and/or Loans of the respective Non-Consenting Lender non- consenting Bank which gave rise to the need to obtain such Non-Consenting Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Non-Consenting Lender’s non- consenting Bank's Revolving Loan Commitment (if such Non-Consenting Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender Bank which gave rise to the need to obtain such Non-Consenting Lender’s consentBank's consent and/or cash collateralize its applicable Dollar RL Percentage (or, after the occurrence of any Sharing Event, its Sharing Percentage) of the Letter of Credit of Outstandings, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that which are terminated and/or the and Loans that which are -------- repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or the outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders Banks (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the U.S. Borrower shall not ---------------- have the right to replace a LenderBank, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (MTL Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate of interest or reduce Fees or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i),
), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase release a Subsidiary Guarantor from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or extension in connection with the sale of any Lender’s Commitment;
such Subsidiary Guarantor in accordance with the terms of this Agreement), (iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Au) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (Bv) without the consent of each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) 110 117 or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may (i) waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered or (ii) agree to modify said Sections 4.01(a) and/or 4.02 (excluding Section 4.02(b)) to provide that any additional extensions of credit pursuant to this Agreement receive their proportionate share of any prepayments or repayments pursuant to said Sections) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment or without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment 's Commitments (if such Non-Consenting Lender’s 's consent is required as a result of its Commitment), Commitments) and/or repay the outstanding Term Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Too Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, or extend the First Reduction Date stated maturity of, or any Subsequent Reduction reimbursement obligation under, any Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees, or reduce the principal amount thereof (except to the extent repaid in cash),
, or reduce any reimbursement obligations under any Letter of Credit, (ii) release any all or substantially all of the Collateral Subsidiary Guarantors from the Subsidiaries Guaranty (except as expressly provided in connection with a sale of such Subsidiary Guarantor in accordance with the Credit Documentsterms of this Agreement),
, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit under this Agreement of the consent type which afford the protections to such additional extensions of all credit provided to the Lenders to do so,
Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
, except mergers and/or consolidations involving one or more Borrowers and another Person (vii) substitute or replace the not already a Borrower or any a Subsidiary Guarantor thereof) shall be permitted with the prior written consent of the Required Lenders, provided that the survivor of such merger or release any Subsidiary Guarantor from consolidation (to the Guaranty,
(viiiextent not a Borrower) reduce is organized under the Applicable Margin laws of the United States or reduce a State thereof and executes and delivers to the amount Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of any payment the obligations of principal, interest, fees the respective Borrower or commissionBorrowers under this Agreement and the Notes; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of each Agentthe Supermajority Lenders, decrease the percentage set forth in Section 9.07 (as in effect on the Effective Date) or amend the definition of Supermajority Lenders (it being understood that, pursuant to Section 1.14 or with the consent of the Required Lenders, as the case may be, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as Revolving Loan Commitments are included on the Effective Date) without the consent of the Supermajority Lenders, (3) without the consent of the respective Issuing Lender or Issuing Lenders, amend, modify or waive any provision of Section 10 2 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of Credit or Acceptances, (4) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (5) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower Borrowers shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to the preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower Borrowers shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender all Lenders (other than a Defaulting Lender) (it being understood that the Administrative Agent may effect, on behalf of any Lender, any amendment or waiver permitted by hereunder) directly and negatively affected,
(i) Extend the timing for or reduce (x) a. extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date timing for or reduce the principal amount of any Scheduled Term Amortization Payment Amounts (or any Subsequent Reduction Date, (z) any scheduled payment in connection with definition used therein to the Loans or any part thereof set forth on Schedule VIIIextent used therein), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) b. release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) c. amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
(v) d. reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date),
(vi) e. consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) f. substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Subsidiaries Guaranty,, and
(viii) reduce the Applicable Margin g. amend, modify or reduce the amount of any payment of principal, interest, fees or commissionwaive Section 2.06; provided, further, that no such change, waiver, discharge or termination shall (A) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b)2.01, conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected thereby in the case of the following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on (other than as a result of any Loan or Note or Commitment Commission (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents),
) under all the Security Documents or (y) all or substantially all of the Guarantors from the Subsidiaries Guaranty, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (v) amend or modify Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, or (vi) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower Agreement or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissionother Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (At) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bu) without the consent of each AgentLetter of Credit Issuer, amend, modify or waive any provision of Section 10 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of DBTCA, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the Agents, amend, modify or waive any provision of Section 12 as same applies to such Agent the Agents or any other provision as same relates to the rights or obligations of such Agent or the Agents and (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Supermajority Lenders of a relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or (z) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, on and after the Term Loan Commitment Termination Date, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Revolving Loan Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting Lender’s 's consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent's consent and/or cash collateralize its applicable Adjusted RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that which are terminated and/or the and Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or Stated Maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof (except to the extent repaid in cash),;
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),) under all the Security Documents or release all or substantially all of the Guarantors;
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,13.12;
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),; or
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, Lender and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B2) without the consent of each the Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of the Swingline Lender or with respect to Swingline Loans (including, without limitation, the obligations of the other Lenders with Revolving Loan Commitments to fund Mandatory Borrowings), (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 2 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, and (6) without the consent of the Majority Lenders of any Tranche of Term Loans, amend the definition of Majority Lenders with respect to such Tranche, or this clause (6), or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) or (c)) with respect to such Tranche (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, except pursuant to Sections 4.02(b) or (c), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or reduce the amount of, or extend the date of, any Scheduled Repayment with respect to such Tranche.
(b) If, in connection with any proposed change, waiver, discharge or termination to or of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the each Tranche of outstanding Term Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined both (x) before giving effect to the proposed actionaction and (y) as if the Loans and Commitments being terminated (and not replaced) were not outstanding) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guarantee and Collateral Agreement in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i)(x) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond its Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or (y) reduce the principal amount thereof (except to of, or extend the extent repaid in cash),
date of, any Scheduled Term Loan Repayment of the Term Loans, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under the Guarantee and Collateral Agreement, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12(a) (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as in effect on, and after giving effect to, the Effective Date, (x) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01(a) or 5.02 (excluding Section 5.02(b)) (although, subject to clause (7) below, the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (y) without the consent of each Lender of each Tranche which is adversely affected by such amendment, amend the definition of Majority Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (3) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (6) without the written consent of the Majority Lenders with respect to the Revolving Facility, amend, modify or waive (i) any condition precedent set forth in Section 7 with respect to the making of Revolving Loans or the issuance of Letters or Credit (it being understood that a general waiver of an existing Default or Event of Default by the required Lenders or an amendment approved by the required Lenders that has the effect of “curing” an existing Default or Event of Default and permitting the making of Loans or other extension of credit shall constitute a waiver of a condition precedent governed by this clause), (ii) Section 5.01(a) or 5.02 (excluding Section 5.02(b)) to alter the required application of prepayments or repayments (or Commitment reduction) either in a manner (x) adverse to the RL Lenders or (y) that would alter the priority, or reduce the amount, of any payment received by the RL Lenders or (iii) any provision of Section 10.09 (and any defined terms solely used therein) or any other provision to any Credit Document that has been added solely for the benefit of the Revolving Facility (as may be agreed between the Majority Lenders under the Revolving Facility and the Borrower) (and for the avoidance of doubt, it is understood and agreed that the Required Lenders may not, and nor shall the consent of the Required Lenders be needed to, amend, modify or waive any provision of Section 10.09 (or any defined term solely used therein) or any other provision to any Credit Document that has been added solely for the benefit of the Revolving Facility (as may be agreed between the Majority Lenders under the Revolving Facility and the Borrower)) or (8) without the written consent of each non-Defaulting RL Lender, amend, modify or waive Section 5.05 of the Pari Passu Intercreditor Agreement or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) to alter the required application of prepayments or repayments or application of proceeds in a manner adverse to the RL Lenders.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower Borrower, if the respective Non-Consenting Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Revolving Loan Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consentconsent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 3.02(b4.02(b) and/or 4.01(a5.01(b), provided that, unless the Commitments that which are terminated and/or the and Loans that which are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) B), the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase release a Subsidiary Guarantor which is a Significant Subsidiary from the Subsidiaries Guaranty (except as expressly provided in or extension of any Lender’s Commitment;
the Subsidiaries Guaranty), (iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (v) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, -136- 149 additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Restatement Effective Date),
) or (vi) amend or modify the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional Obligations and Tranches may be included in the determination of Supermajority Banks on substantially the same basis as the Obligations and Tranches are included on the Restatement Effective Date) or (vii) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (At) increase or extend the Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of any Commitment of any Lender Bank shall not constitute an increase in the Commitment of such LenderBank), (Bu) without the consent of the Swingline Bank alter its rights or obligations with respect to Swingline Loans, (v) without the consent of each AgentIssuing Bank affected thereby, amend, modify or waive any provision of Section 10 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or Agent, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Supermajority Banks of the respective Tranche (i.e., Supermajority Banks holding Term Loans or Term Loan Commitments), amend, modify or waive any Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)) and (z) if the Scheduled Repayments of Term Loans are being increased (except for proportionate increases as described in the parenthetical contained in preceding clause (y)) or the date of any Scheduled Repayment is being shortened or accelerated, the consent of the Supermajority Banks of each other Tranche then outstanding shall be required in connection therewith.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vivii), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting Lenders consenting Banks whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (consenting Bank or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its consenting Bank's Revolving Loan Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Howmet Corp /New/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Multiple Draw I/Revolver Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and -121- 123 Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent or (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (6) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) reduce the amount of, or extend the date of, any Multiple Draw I Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Multiple Draw I Term Loans, or reduce the amount, or extend the date of, any Multiple Draw II Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Multiple Draw II Term Loans, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) without the consent of the Supermajority Lenders holding both Multiple Draw I Term Loans and Multiple Draw II Term Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Lenders consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), 's Commitments and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b3.02(d) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent in clause (a) above of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.1313.12, an amendment or waiver which relates to the rights or obligations of Borrower, the Administrative Agent may not be effected without and each Multiple Draw II Term Loan Lender in respect of any Multiple Draw II Term Loan Sub-Facility may, in accordance with the consent provisions of Section 1.14, enter into a Multiple Draw II Term Loan Commitment Agreement in respect of such Multiple Draw II Term Loan Sub-Facility, provided that after the execution and delivery by the Borrower, the Administrative AgentAgent and each such Multiple Draw II Term Loan Lender of such Multiple Draw II Term Loan Commitment Agreement, such Multiple Draw II Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i), and negatively affected,
in such case only to the extent of such Obligations), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Revolving Loan Maturity Date or extend the stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on or fees thereon, or reduce the principal amount thereof or extend any Loan Scheduled Repayment or Note or Commitment Commission (except (x) in connection with reduce the waiver of applicability amount of any post-default increase in interest rates and such Scheduled Repayment (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 10.06(a) shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of all or substantially all the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release any Guaranty (except as expressly provided in the Credit DocumentsGuaranties),
(iii) an increase in or extension of any Lender’s Commitment;
, (iv) amend, modify or waive any provision of this Section 11.13 or 10.11 (except for technical amendments with respect to additional extensions of any other Section credit pursuant to this Agreement that expressly requires afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the Term Loans and the Revolving Loan Commitments on the Effective Date), (v) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
, (vi) consent to the assignment or transfer by the any Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
Agreement or any other Credit Document or (vii) substitute amend, modify or replace waive the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from requirement set forth in Section 2.19(b) that funds be applied ratably among the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissionparties entitled thereto; provided, further, provided further that no such change, waiver, -------- discharge or termination shall (A) increase or extend the 165 Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 2.05 or alter its rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, amend, modify or waive any provision of Section 10 Article X as same applies to such the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, as the case may be, or any other provision as same relates to the rights or obligations of such Agent or (C) without the consent of the Security Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, as the case may be.
Appears in 1 contract
Sources: Credit Agreement (GSL Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) directly and negatively affected,
(i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note, extend the First Reduction Date timing for or reduce the principal amount of any Scheduled Term Loan Amortization Payment Amount (or any Subsequent Reduction Date, (z) any scheduled payment in connection with definition used therein to the Loans or any part thereof set forth on Schedule VIIIextent used therein), or reduce the rate or reduce or extend the time of payment of interest or any fees on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as expressly provided in the Credit Documents),
(iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 11.12 or of any other Section that expressly requires the consent of all the Lenders to do so,
(viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date)) or change 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,
(viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor (except pursuant to any Redomiciliation) of any of its respective rights and obligations under this Agreement,
(viivi) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Subsidiaries Guaranty,, and
(viiivii) reduce the Applicable Margin amend, modify or reduce the amount of any payment of principalwaive Sections 2.06, interest, fees or commission11.04 and 11.06; provided, further, that no such change, waiver, discharge or termination shall (A) increase increase, extend or extend reinstate (following cancellation) the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the written consent of each Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent or (C) without the written consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vivii), inclusive, of the first proviso to Section 11.13(a11.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (any such Lender, a “Non-Consenting Lender”) is not obtained), then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge discharge, or termination termination, as applicable, or (ii) terminate such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a), ; provided that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a11.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
affected in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Original Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower Agreement or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commissionother Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (At) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (Bu) without the consent of each the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to such the Administrative Agent or any other provision as same relates to the rights or obligations of such Agent or the Administrative Agent, (Cx) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Original Effective Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as done as of the Original Effective Date with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender or Lenders (or, at the option of the Borrower if the respective Non-Consenting Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Commitments) of such Non-Consenting Lender), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective Nonnon-Consenting consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s 's Revolving Loan Commitment (if such Non-Consenting Lender’s 's consent is required as a result of its Revolving Loan Commitment), ) and/or repay the each Tranche of outstanding Term Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s 's consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(iv), provided that, unless the Commitments that are terminated and/or the and Loans that are repaid pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined both before and after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Obligors Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions) the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and negatively affected,
modified in the case of following clause (i)), (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Loan or Note,(y) Note or extend the First Reduction Date or stated expiration date of any Subsequent Reduction Letter of Credit beyond the Revolving Loan Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release any of the Collateral (except as otherwise expressly provided in the Credit Security Documents),
, release all or substantially all of the Collateral under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or 13.12 (except for technical amendments with respect to additional extensions of any other Section that expressly requires credit pursuant to this Agreement which afford the consent protections to such additional extensions of all credit of the Lenders type provided to do so,
the B Term Loans and/or the Revolving Loan Commitments on the Effective Date), (viv) reduce modify the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of B Term Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, further, that no such change, waiver, discharge or termination shall (A1) increase or extend the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in of the Commitment of such Lender), (B2) without the consent of each AgentIssuing Lender, amend, modify or waive any provision of Section 10 as same applies 2 or alter its rights or obligations with respect to such Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Agent adversely affected thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent or Agent, (C5) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent, (6) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or (8) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any Scheduled B Repayment (except that, if additional Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (8)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), Commitments and/or repay the each Tranche of outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a4.01(b), provided that, unless the Commitments that are terminated and/or the terminated, and Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders (determined before after giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s Commitment its Commitments or repay such Lender’s Loan its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
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Sources: Credit Agreement (Bway Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing writing-signed by the respective Obligors Credit Parties party thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) directly and negatively affected,
affected thereby, (i) Extend the timing for or reduce (x) extend the final scheduled maturity of any Revolving Loan or Note,(y) Revolving Note or extend the First Reduction Date or stated maturity of any Subsequent Reduction Letter of Credit beyond the Final Maturity Date, (z) any scheduled payment in connection with the Loans or any part thereof set forth on Schedule VIII, or reduce the rate or reduce or extend the time of payment of interest on any Loan or Note or Commitment Commission Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash),
, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents),
) under all the Security Documents, (iii) an increase in or extension of any Lender’s Commitment;
(iv) amend, modify or waive any provision of this Section 11.13 or of any other Section that expressly requires the consent of all the Lenders to do so,
13.12, (viv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Closing Effective Date),
) or (viv) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vii) substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Guaranty,
(viii) reduce the Applicable Margin or reduce the amount of any payment of principal, interest, fees or commission; provided, provided further, that no such change, waiver, discharge or termination shall (Aw) increase or extend the Commitments Revolving Loan Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, the Borrowing Base, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the Revolving Loan Commitment of such LenderBank), (Bx) without the consent of each BTCo and any other Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit issued by it, (y) without the consent the Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent 12 or any other provision as same relates to the rights or obligations of such Agent the Agent, or (Cz) without the consent of the Security Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Security Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) -107- 115 through (viv), inclusive, of the first proviso to Section 11.13(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all Nonnon-Consenting Lenders consenting Banks whose individual consent is required are treated as described in either clauses clause (iA) or (iiB) below, to either (iA) replace each such Nonnon-Consenting Lender (or, at the option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans (consenting Bank or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (iiB) terminate such Nonnon-Consenting Lender’s consenting Bank's Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment), and/or and repay the all outstanding Revolving Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent, Bank in accordance with Sections 3.02(b) and/or 4.01(a4.01(v), provided that, unless the Revolving Loan Commitments that are terminated and/or the terminated, and Revolving Loans that are repaid repaid, pursuant to preceding clause (iiB) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or the outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (iiB) the Required Lenders Banks (determined before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate such Lender’s its Revolving Loan Commitment or repay such Lender’s Loan its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 11.13(a13.12(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
(d) Notwithstanding any other provision in this Section 11.13, an amendment or waiver which relates to the rights or obligations of the Administrative Agent may not be effected without the consent of the Administrative Agent.
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