Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that: (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”), (ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders, (iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or (iv) amend any provision of this Section 10.01; (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent: (i) increase the Commitments of a Lender without the consent of such Lender; (ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable; (iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender; (iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document; (v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent; (vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or (vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents.
Appears in 14 contracts
Sources: Senior Secured Credit Agreement (Bright Mountain Media, Inc.), Senior Secured Credit Agreement (Bright Mountain Media, Inc.), Senior Secured Credit Agreement (Bright Mountain Media, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe affected Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender, extend the Commitments, increase any Borrower Sublimit or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe outstanding Borrowings, in each caseor the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivvi) amend or waive this Section 8.01 or any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions Agreement that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent requires pro rata treatment of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights Lenders; and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, the Swingline Bank or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.13, 2.16 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documentsreleased from its obligations hereunder.
Appears in 14 contracts
Sources: Credit Agreement (Appalachian Power Co), Credit Agreement (Southwestern Electric Power Co), Credit Agreement (Columbus Southern Power Co /Oh/)
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender or waiver is delivered LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in order Letters of Credit funded pursuant to (i) cure ambiguitiesSection 2.04(e), omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 12 contracts
Sources: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Amendments, Etc. No An amendment or waiver of any provision of this AgreementAgreement or the Notes, nor or a consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless against the same Lenders and all holders of the Notes if, but only if, it shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such a waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no such amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do be effective to: (a) waive any of the following at conditions specified in Article III, (b) increase or extend the Commitments of the Lenders or subject the Lenders to any time:
additional obligations, (ic) reduce the principal of, or interest on, any Advance or the Notes or any facility fees hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance or the Notes or any facility fees hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatany Advance or the Notes, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder under this Agreement, (including pursuant f) amend this Section 9.1, (g) amend, waive or consent to any change to the definition departure of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
in Article VI or (bh) no amendmentexcept as provided below, waiver release any Borrower or consent shall, unless Holding or any Restricted Affiliate from its guarantee in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable onArticle VI, the Loans owed to a Lender Holding Guarantee or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii)Restricted Affiliate Guarantee, as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”may be; provided, with the consent of Administrative Agent and the Required Lendersfurther, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent and the CAF Advance Agent in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of such the Administrative Agent or the CAF Advance Agent under this Agreement or any Note; provided, still further, that the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement guarantee of a Borrower under Article VI and any other Loan Document may of a Restricted Affiliate under its Restricted Affiliate Guarantee shall be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to released automatically upon (i) cure ambiguitiesthe sale by the Company of such Borrower or Restricted Affiliate, omissionsprovided that such sale is permitted under this Agreement, mistakes or defects or (ii) to cause any Collateral Document such Borrower or Restricted Affiliate ceasing to be consistent with this Agreement and the other Loan Documentsa Borrower or a Restricted Affiliate hereunder.
Appears in 8 contracts
Sources: Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co), Revolving Credit and Competitive Advance Facility Agreement (El Paso Tennessee Pipeline Co), Revolving Credit and Competitive Advance Facility Agreement (El Paso Tennessee Pipeline Co)
Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by any Loan Party a Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrowers and Borrowerthe Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverthat no amendment, that:
waiver or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following: (ai) subject such Lender to any additional obligations including, without limitation, any extension of the expiry date of the Commitment of such Lender or increase the Commitment of such Lender, (ii) reduce the principal of, or rate of interest on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder, (iii) postpone any date for payment of principal of, or interest on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder when due (other than fees or other amounts payable for the sole account of an Issuing Lender), or (iv) modify any of the provisions of the Loan Documents relating to pro rata payments; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Loans, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”A) amend Section 3.07(a) or (b),
, or this Section 9.01, or (iiB) release one all or more Guarantors (substantially all of the Collateral or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented of the Guarantees provided by the Guaranties to the Lenders,
Guarantors; and provided further, that (iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(bx) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent Issuing Lenders in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent or, as the case may be, the Issuing Lenders under this Agreement any Loan Document and (y) if the Administrative Agent and KCMH shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the other Loan Documents, then the Administrative Agent and KCMH shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Majority Lenders within five Business Days after notice thereof. Notwithstanding anything to the contrary contained in this Section 10.01herein, this Agreement and no Defaulting Lender shall have any other Loan Document right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be amended, supplemented and waived with increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Administrative Agent and Borrower without the need to obtain the Lenders hereunder requiring any consent of any the Lenders).
(b) This Agreement, the other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement Loan Documents and the other Loan Documentsagreements provided for herein constitute the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof.
Appears in 8 contracts
Sources: Second Amendment (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than any Lender that is the Borrower or an Affiliate thereof), do any of the following: (a) waive or amend any of the conditions specified in Section 3.01 or 3.02, (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.17) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.01 or (g) waive or amend any provision regarding pro rata sharing or otherwise relates to the distribution of payments among Lenders; provided, howeverfurther, that:
that (ai) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement Agreement; and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuer, in addition to cause any Collateral Document the Lenders required above to be consistent with take such action, affect the rights or duties of the LC Issuer under this Agreement and the other Loan DocumentsAgreement.
Appears in 7 contracts
Sources: Credit Agreement, Credit Agreement, Credit Agreement
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders affected thereby, do any of the following: (a) increase the Commitments of such Lender, (b) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder or extend the date of termination of such Lender’s Commitment, (d) release the Company from any of its obligations under Article VII, (e) require the duration of an Interest Period to be more than six months if such period is not available to all Lenders, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder; or (g) amend this Section 9.01; and provided further that (w) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or any Note, (x) no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything Swing Line Agent in addition to the contrary Lenders required above to take such action, affect the rights or duties of the Swing Line Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement and (z) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Banks under this Agreement; and provided further, that nothing contained in this Section 10.01, this Agreement and 9.01 will require any other Loan Document may be amended, supplemented and waived with the consent of Borrower or the Administrative Agent and Borrower without the need to obtain seek the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) make any technical amendments to cure ambiguities, omissions, mistakes ambiguities or defects or (ii) make related modifications to cause any Collateral Document to be consistent with this Agreement and the other provision of a Loan DocumentsDocument.
Appears in 6 contracts
Sources: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent shall, unless in writing and signed by all Lenders (other than any Lender that is the Borrower or an Affiliate thereof), do any of the following: (a) waive or amend any of the conditions specified in Section 3.01 or 3.02, (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.17 or 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance, any Reimbursement Obligation or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.01 or (g) waive or amend any provision regarding pro rata sharing or otherwise relates to the distribution of payments among Lenders; provided, howeverfurther, that:
that (ai) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all in addition to the Lenders required above to take such action, affect the rights or substantially all duties of the Collateral in any transaction or series of related transactions Administrative Agent under this Agreement; and (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(bii) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; providedLC Issuer, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent LC Issuer under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgreement.
Appears in 6 contracts
Sources: Credit Agreement, Credit Agreement (Exelon Corp), Credit Agreement (Commonwealth Edison Co)
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate upon the effectiveness of any other such amendment (but such Non-Consenting Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document LC Issuing Bank shall continue to be consistent entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Non-Consenting Lender or LC Issuing Bank shall have received or at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with this Agreement all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.
Appears in 5 contracts
Sources: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all the Borrower and each of the LendersLenders adversely affected thereby, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01 or 3.02 (iif and to the extent that the Borrowing for which such condition or conditions are waived would result in an increase in the aggregate amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (b) extend or increase the Commitment of such Lender or subject such Lender to any additional obligations, (c) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder to such Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder to such Lender; provided that only the consent of the Required Lenders shall be necessary to amend the provisos set forth in each of Section 2.06(a) and (b) or to waive any obligation of the Borrower to pay any increased interest pursuant to the provisos set forth in Section 2.06(a) or (b), (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
(iif) release one the Borrower from its Guaranty or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivg) amend any provision of Section 8.06(b)(ii) or this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby8.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsNote.
Appears in 4 contracts
Sources: Credit Agreement (Colgate Palmolive Co), 364 Day Credit Agreement (Colgate Palmolive Co), 364 Day Credit Agreement (Colgate Palmolive Co)
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 2.09 without 7.09 hereof, or, prior to the consent Collateral Release, change any provision of each Lender directly the General and adversely affected therebyRefunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything Prior to the contrary contained in this Section 10.01Collateral Release, this Agreement the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other Loan Document may be amended, supplemented modification of the General and waived with Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender or waiver is delivered LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in order Letters of Credit funded pursuant to (i) cure ambiguitiesSection 2.04(e), omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 4 contracts
Sources: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Company and the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase or extend the Commitment(s) of a Lender or subject a Lender to any additional obligations, (c) reduce the principal of, or rate of interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder, (e) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Revolving Credit Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) release the guarantee as set forth in Section 9.01, (g) modify Section 2.15 or any other provision of this Agreement that relates to the pro rata treatment of the Lenders hereunder or (h) amend this Section 8.01; provided, further that (x) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swing Line Lenders under this Agreement or any Note; and provided further that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Advances with only the written consent of the Company, the Agent, the Sub-Agent, and the Swing Line Lenders if the obligations of the other Loan DocumentsLenders are not adversely affected thereby. Notwithstanding anything to If the contrary contained Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in this Section 10.01, any provision of this Agreement and or any other Loan Document may be amendedDocument, supplemented and waived with then the consent of the Administrative Agent and Borrower the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without the need to obtain the any further action or consent of any other Lender if such amendment, supplement or waiver is delivered in order party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and if the other Loan Documentssame is not objected to in writing by the Required Lenders to the Agent within five Business Days following receipt of notice thereof.
Appears in 4 contracts
Sources: Credit Agreement (Pepsico Inc), Credit Agreement (Pepsico Inc), Credit Agreement (Pepsico Inc)
Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver in the case of clause (i), (v) or consent:
(vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Lender or such Agent LC Issuing Bank, as the case may be, under this Agreement Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate upon the effectiveness of any other such amendment (but such Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document LC Issuing Bank shall continue to be consistent entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Lender or LC Issuing Bank shall have received payment of an amount equal to the outstanding principal of its Loans, any participations in Swingline Loans funded pursuant to Section 2.03(c) and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with this Agreement all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement, Credit Agreement (Midamerican Funding LLC)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the A Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than the Designated Bidders), do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase the Commitments of such Lenders (it being understood that amendments or waivers of conditions precedent, representations, covenants, Defaults or Events of Default shall not constitute an increase in the Commitment of any Lender) or subject such Lenders to any additional obligations, (c) reduce the principal of, or interest on, the A Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the A Notes or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe A Notes, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivf) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby8.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by an each Lender holding a B Note at such time, (1) reduce the principal of, or interest on, such B Note or any fees or other amounts payable hereunder or thereunder with respect thereto, (2) postpone any date fixed for any payment of principal of, or interest on, such B Note or any fees or other amounts payable hereunder or thereunder with respect thereto, or (3) subject such Lender to any additional obligations; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documentsany Note. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this This Agreement and the other Loan DocumentsNotes constitute the entire agreement of the parties with respect to the subject matter hereof and thereof.
Appears in 4 contracts
Sources: Credit Agreement (Becton Dickinson & Co), Five Year Credit Agreement (Becton Dickinson & Co), Five Year Credit Agreement (Becton Dickinson & Co)
Amendments, Etc. No (a) Subject to Section 2.20, no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or, if such amendment, waiver or consent relates only to or only affects (x) the 364-Day Tranche Commitments and/or the 364-Day Tranche Advances, the Required 364-Day Tranche Lenders, (y) the 3-Year Tranche Commitments and/or the 3-Year Tranche Advances, the Required 3-Year Tranche Lenders or (z) or the 5-Year Tranche Commitments and/or the 5- Year Tranche Advances, the Required 5-Year Tranche Lenders, in each case, not by the other Lenders) and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) [reserved];
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to or amend the definition of “Required Lenders”),, unless signed by all Lenders;
(iivi) release one change Section 2.06, Section 2.13(a) or more Guarantors Section 2.15, in each case in a manner that would affect the ratable sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby or change Section 2.05(b) in a manner that would affect the ratable reduction of Commitments required thereby without the written consent of each Lender directly and adversely affected thereby;
(vii) amend the definition of “Required 364-Day Tranche Lenders”, “Required 3-Year Tranche Lenders”, “Required 5-Year Tranche Lenders” or otherwise limit such Guarantors’ liability with respect “Required Tranche Lenders” without the written consent of each Lender directly and adversely affected thereby;
(viii) amend this Section 9.01, unless signed by all Lenders; or
(ix) to the Obligations owing to the Agents and the Lenders under the Guaranties) if such extent any Guaranty is then in effect, release or limitation is in respect of all or substantially all of the value represented by of the Guaranties to (except as such release is otherwise provided for in this Agreement or in the Lenders,
other Loan Documents) without the written consent of each Lender; and provided, further that (iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(bx) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement and (y) no amendment, waiver or consent shall contain terms that (1) directly and adversely affect the interests of the Lenders of any Tranche and (2) directly limit the applicability of such terms to one or more Tranches of Loans and Commitments but not to the other Loan DocumentsTranche(s) of Loans and Commitments, without the consents of the Required Tranche Lenders of each Tranche directly and adversely affected thereby. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document other than the need Administrative Agent and the Borrower. This Agreement may be amended from time to obtain time without the consent of any other Lender if such amendmentLenders to award additional titles to certain Lenders, supplement or waiver is delivered in order as determined pursuant to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement separate agreement between the Borrower and the other Loan DocumentsLead Arrangers.
Appears in 4 contracts
Sources: Term Loan Credit Agreement, Term Loan Credit Agreement (AbbVie Inc.), Term Loan Credit Agreement
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders affected thereby, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase, reinstate or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or rate of interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Outstanding Credit Exposures, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to including, without limitation, amending the definition of “Required Lenders”),
, (iif) release one alter the manner in which payments or more Guarantors (prepayments of principal, interest or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and other amounts hereunder shall be applied or shared as among the Lenders under the Guaranties) if such release or limitation is in respect Types of all or substantially all of the value represented by the Guaranties to the Lenders,
Advances, (iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivg) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed provisions hereunder relating to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among treatment of the Lenders without all Lenders’ consent;
, or (vih) amend the definition of “Required Lenders” or “Pro Rata Share”this Section 8.01; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note. If the Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other Loan Documents. Notwithstanding anything to the contrary contained defect in this Section 10.01, any provision of this Agreement and or any other Loan Document may be amendedDocument, supplemented and waived with then the consent of the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake typographical error or other defect, and such amendment shall become effective without the need to obtain the any further action or consent of any other Lender if such amendment, supplement or waiver is delivered in order party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgreement.
Appears in 4 contracts
Sources: Term Loan Credit Agreement (DTE Electric Co), Term Loan Credit Agreement (DTE Electric Co), Term Loan Credit Agreement (DTE Electric Co)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the LendersBorrower), do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01 or 3.02, (ib) increase the Commitments of the Lenders (other than pursuant to Section 2.05(b)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each case, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivf) amend any provision of this Section 10.01;
(b) no amendment8.01; and provided further, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent or the LC Issuing Banks under this Agreement, and Borrower provided further, that this Agreement may be amended and restated without the need to obtain the consent of any other Lender if Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendmentamendment and restatement, supplement such Lender, such LC Issuing Bank or waiver is delivered in order the Administrative Agent, as the case may be, shall no longer be a party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the other Loan DocumentsAdministrative Agent, as the case may be.
Appears in 3 contracts
Sources: Credit Agreement (Entergy Arkansas Inc), Credit Agreement (Entergy Corp /De/), Credit Agreement (Entergy Arkansas Inc)
Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver in the case of clause (i), (v) or consent:
(vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Lender or such Agent LC Issuing Bank, as the case may be, under this Agreement Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Pacificorp /Or/), Credit Agreement
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders affected thereby, do any of the following: (a) increase the Commitments of such Lender, (b) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder or extend the date of termination of such Lender’s Commitment, (d) release the Company from any of its obligations under Article VII, (e) require the duration of an Interest Period to be nine or more months if such period is not available to all Lenders, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder; or (g) amend this Section 9.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything Issuing Banks in addition to the contrary contained Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in this Section 10.01, their capacities as such under this Agreement and any other Loan Document may be amended(z) no amendment, supplemented waiver or consent shall, unless in writing and waived with signed by each Swing Line Bank, in addition to the consent Lenders required above to take such action, affect the rights or obligations of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with Swing Line Banks under this Agreement and the other Loan DocumentsAgreement.
Appears in 3 contracts
Sources: Five Year Credit Agreement (Honeywell International Inc), Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)
Amendments, Etc. No Subject to Section 2.09(c), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01 or 3.02, (ib) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each case, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(vf) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
sharing of payments under Section 2.14 or amend or waive Section 2.16 or (vig) amend the definition of “Required Lenders” or “Pro Rata Share”this Section 8.01; providedand provided further, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent or the LC Issuing Banks under this Agreement, and Borrower provided further, that this Agreement may be amended and restated without the need to obtain the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender if is a Defaulting Lender, to the fullest extent permitted by applicable law, such amendmentLender will not be entitled to vote in respect of amendments and waivers hereunder, supplement and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documentsdefinition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 3 contracts
Sources: Credit Agreement (Entergy New Orleans, LLC), Credit Agreement (Entergy New Orleans, LLC), Credit Agreement (Entergy New Orleans, LLC)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
, subject to Section 8.16, no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Swingline Bank or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank, each LC Issuing Bank and the Required Lenders, amend or waive Section 8.16. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documentsreleased from its obligations hereunder.
Appears in 3 contracts
Sources: Credit Agreement (American Electric Power Co Inc), Credit Agreement (American Electric Power Co Inc), Credit Agreement
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders affected thereby, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or rate of interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Outstanding Credit Exposures, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to including, without limitation, amending the definition of “Required Lenders”),
, (iif) release one extend the expiry date of any Facility LC to a date after the Termination Date or more Guarantors forgive all or any portion of any Reimbursement Obligation, (g) alter the manner in which payments or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and prepayments of principal, interest or other amounts hereunder shall be applied or shared as among the Lenders under the Guaranties) if such release or limitation is in respect Types of all or substantially all of the value represented by the Guaranties to the Lenders,
Revolving Credit Advances, (iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivh) amend any provision provisions hereunder relating to the pro rata treatment of this Section 10.01;
(b) no amendmentthe Lenders, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with amend this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights 8.01; and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything applicable LC Issuer in addition to the contrary contained in this Section 10.01Lenders required above to take such action, affect the rights and duties of such LC Issuer under this Agreement or any Facility LC; and provided further that no amendments, consents or waivers are required to effectuate the increases in Commitments pursuant to Section 2.04(c) except as provided in such Section. If the Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document may be amendedDocument, supplemented and waived with then the consent of the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake typographical error or other defect, and such amendment shall become effective without the need to obtain the any further action or consent of any other Lender if such amendment, supplement or waiver is delivered in order party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgreement.
Appears in 3 contracts
Sources: Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co), Credit Agreement (Dte Energy Co)
Amendments, Etc. No Subject to Section 2.07(b) and the last sentence of this Section 9.01, no amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
that (i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby in addition to the Required Lenders, waiver or consent:
do any of the following: (ia) increase the Term Loan Commitments of a Lender without the consent of such Lender;
Lenders, (iib) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Term Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiic) postpone any date scheduled fixed for any payment of principal of, or interest on, the Loans, Term Loans or any fees or other amounts payable hereunder or (d) extend the termination date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Term Loan Document;
Commitment or extend the Maturity Date; (vii) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an each Lender, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) change the definition of “Required Lenders” or change the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Term Loans, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (c) release PPG or otherwise limit PPG’s liability with respect to the obligations owing to the Administrative Agent and the Lenders, (d) amend this Section 9.01 or (e) amend or modify any provision of any Loan Document having the effect of modifying the pro rata treatment of the Lenders thereunder; and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or any Note. It is acknowledged and agreed that the other Loan Documents. Notwithstanding anything exercise by the Borrower of its right to the contrary contained in request Incremental Term Loans under Section 2.18 shall not be deemed to require any amendment, waiver or consent under this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of 9.01. If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without the need to obtain the any further action or consent of any other Lender if such amendment, supplement or waiver is delivered in order party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgreement.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (PPG Industries Inc), Term Loan Credit Agreement (PPG Industries Inc), Term Loan Credit Agreement (PPG Industries Inc)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01 or 3.02 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments, Swingline Commitments or LC Commitments of any Lender or Issuing Bank or modify the currency in which a Lender or Issuing Bank is required to make extensions of credit under this Agreement, unless signed by such Lender or Issuing Bank;
(iii) reduce the principal of, or stated rate of interest on, the Advances or any LC Disbursement, the stated rate at which any fees hereunder are calculated, or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of a Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances and LC Disbursements, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required hereunder, unless signed by all Lenders”),;
(iivi) amend this Section 9.01, unless signed by all Lenders;
(vii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented Guarantors from the Guaranty (except as contemplated by the Guaranties to the Lenders,
(iiiSection 8.08) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(viiviii) amend or modify Section 2.09 without the consent rights or duties of each any Swingline Lender directly or any Issuing Bank, unless signed by such Swingline Lender or Issuing Bank; and adversely affected thereby; provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrowers may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrowers.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrowers and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) each Borrower shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 2 contracts
Sources: Credit Agreement (STERIS PLC), Credit Agreement (STERIS PLC)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders affected thereby, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase, reinstate or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or rate of interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Outstanding Credit Exposures, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to including, without limitation, amending the definition of “Required Lenders”),
, (iif) release one alter the manner in which payments or more Guarantors (prepayments of principal, interest or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and other amounts hereunder shall be applied or shared as among the Lenders under the Guaranties) if such release or limitation is in respect Types of all or substantially all of the value represented by the Guaranties to the Lenders,
Advances, (iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivg) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed provisions hereunder relating to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among treatment of the Lenders without all Lenders’ consent;
, or (vih) amend the definition of “Required Lenders” or “Pro Rata Share”this Section 8.01; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note; and provided further that no amendments, consents or waivers are required to effectuate the increases in Commitments and Incremental Term Loans pursuant to Section 2.04(c) except as provided in such Section. If the Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other Loan Documents. Notwithstanding anything to the contrary contained defect in this Section 10.01, any provision of this Agreement and or any other Loan Document may be amendedDocument, supplemented and waived with then the consent of the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake typographical error or other defect, and such amendment shall become effective without the need to obtain the any further action or consent of any other Lender if such amendment, supplement or waiver is delivered in order party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgreement.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (DTE Electric Co), Term Loan Credit Agreement (DTE Electric Co)
Amendments, Etc. No Except as provided in Sections 2.17, 2.20 and 2.22, no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrower(or the Agent with the consent of the Required Lenders), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by (a) all of the Lenders, do any of the following at any time:
following: (i) waive any of the conditions specified in Section 3.01, (ii) change the number definition of Lenders “Required Lenders” or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
8.01 or (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentaffected thereby, waiver or consent:
do any of the following: (i) increase increase, or extend the Commitments of a Lender without date for termination of, the consent Commitment of such Lender;
, (ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Advances or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled fixed for any payment of principal of, or interest on, the Loans, Advances or any date scheduled for payment fees or for any date fixed for any payment of fees other amounts payable hereunder in each case payable to a such Lender without the consent of such Lender;
or (iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth Section 2.14 in the applicable provisions of Section 2.03(e) or Section 8.03 in any a manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring would alter the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition sharing of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected payments required thereby; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or the other Loan Documentsany Note. Notwithstanding anything herein to the contrary contained in this Section 10.01contrary, this Agreement no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any other Loan Document amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be amended, supplemented and waived effected with the consent of the Administrative Agent applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Advances may not be extended, the rate of interest on any of its Advances may not be reduced and Borrower the principal amount of any of its Advances may not be forgiven, in each case without the need to obtain the consent of such Defaulting Lender and (y) any other Lender if such amendment, supplement waiver or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes consent requiring the consent of all the Lenders or defects or (ii) to cause each affected Lender that by its terms affects any Collateral Document to be consistent with this Agreement and Defaulting Lender more adversely than the other Loan Documentsaffected Lenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (Autodesk, Inc.), Credit Agreement (Autodesk, Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive, modify or eliminate any time:
of the conditions specified in Section 3.01, 3.02 or 3.03, (ib) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
f) amend this Section 8.01, or (iig) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to any collateral for the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all obligations of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing Borrower hereunder; and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lendersfurther, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shallshall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by an the Agent and the LC Issuing Bank, as the case may be, in addition to the Lenders required above to take such action; and provided, affect the rights or duties of such Agent under further that this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented amended and waived with the consent of the Administrative Agent and Borrower restated without the need to obtain the consent of any other Lender if Lender, the LC Issuing Bank or the Agent if, upon giving effect to such amendmentamendment and restatement, supplement such Lender, the LC Issuing Bank or waiver is delivered in order the Agent, as the case may be, shall no longer be a party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, the other Loan DocumentsLC Issuing Bank or the Agent, as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)
Amendments, Etc. No Subject to Section 2.05(c) and 2.18, no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(ia) waive any of the conditions specified in Section 3.01, unless signed by each Lender directly and adversely affected thereby:
(b) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(c) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of , unless signed by all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01▇▇▇▇▇▇▇;
(bf) amend this Section 8.01, unless signed by all Lenders; and
(g) amend or waive any of the provisions of Section 2.15 or 2.19(c), unless signed by each Lender directly and adversely affected thereby. and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the any other Loan DocumentsDocument; (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iii) any amendment or waiver with respect to Section 8.16 shall require the consent of any Lender that is an Affected Financial Institution. Notwithstanding anything to the contrary contained in this Section 10.01herein, this Agreement no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any other Loan Document amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be amended, supplemented and waived effected with the consent of the Administrative Agent applicable Lenders other than Defaulting Lenders), except (x) to the extent set forth in Section 2.19(a)(ii) and Borrower without the need to obtain (y) that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other Lender if affected Lenders shall require the consent of such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsDefaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (Abbott Laboratories), Credit Agreement (Abbott Laboratories)
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive, modify or eliminate any time:
of the conditions specified in Section 3.01, 3.02, 3.03 or 3.04, (ib) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
f) amend this Section 8.01, or (iig) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to any collateral for the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all obligations of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing Borrower hereunder; and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lendersfurther, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shallshall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by an the Agent and the LC Issuing Bank, as the case may be, in addition to the Lenders required above to take such action; and provided, affect the rights or duties of such Agent under further that this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented amended and waived with the consent of the Administrative Agent and Borrower restated without the need to obtain the consent of any other Lender if Lender, the LC Issuing Bank or the Agent if, upon giving effect to such amendmentamendment and restatement, supplement such Lender, the LC Issuing Bank or waiver is delivered in order the Agent, as the case may be, shall no longer be a party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, the other Loan DocumentsLC Issuing Bank or the Agent, as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (Interstate Power & Light Co), Credit Agreement (Wisconsin Power & Light Co)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Sections 3.01 or 3.02 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shallhereunder, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;; or
(vi) amend the definition of “Required this Section 8.01, unless signed by all Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without the need to obtain the any further consent of any other Lender if party to such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Loan Document to be consistent with this Agreement other than the Administrative Agent and the other Loan DocumentsBorrower.
Appears in 2 contracts
Sources: 364 Day Term Loan Credit Agreement (AbbVie Inc.), 364 Day Term Loan Credit Agreement (AbbVie Inc.)
Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that (ai) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least ten Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within ten Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, (ii) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
following: (iA) change the number of Lenders or the percentage of (x) the Commitments of or (y) the aggregate unpaid principal amount of Loans thatthe Loans, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (including pursuant to any change to the definition of “Required Lenders”),
(iiB) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents amend this Section 8.01 and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender specified below for that has or is owed obligations under this Agreement or the Notes that are modified by such amendment, waiver or consent:
, (iA) increase or extend the Commitments of a Lender without the consent Commitment of such Lender (other than pursuant to Section 2.16) or subject such Lender to any additional obligations (it being understood that any amendment, waiver or consent in respect of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase or extension of the Commitment of any Lender;
), (iiB) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any made by such Lender, fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiC) postpone any date scheduled fixed for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of Loans made by such Lender;
, fees or other amounts payable hereunder to such Lender or (ivD) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from waive the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility 2.13 or otherwise change any provision requiring Section 2.04, Section 2.08, Section 2.11 or Section 2.13 in a manner that would alter the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition sharing of “Required Lenders” any payment or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included reduction in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly Commitments required thereby and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documentsany Note. Notwithstanding anything to the contrary contained in this Section 10.01herein, this Agreement and (x) no Defaulting Lender shall have any other Loan Document right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be amended, supplemented and waived with increased or extended without the consent of such Lender and (y) no amendment, waiver or consent with respect to Section 2.08(e) may affect one Tranche adversely vis-à-vis the other Tranche without the consent of Lenders having at least a majority in interest of the outstanding principal amount of Loans and Commitments of such Tranche.
(b) Each Lender grants (x) to the Administrative Agent the right (which right may be exercised by the Administrative Agent in its sole discretion) to purchase all (but not less than all) of such Lender’s Commitments and Loans owing to it, and the Notes held by it and all of its rights and obligations hereunder at a price equal to the aggregate principal amount of outstanding Loans owed to such Lender (together with all accrued and unpaid interest and fees owed to such Lender) and (y) to the Borrower the right (which right may be exercised by the Borrower in its sole discretion) to cause an assignment of all (but not less than all) of such Lender’s Commitments and Loans owing to it and the Notes held by it and all of its rights and obligations hereunder to Eligible Assignees, which right may be exercised by the Administrative Agent (in its sole discretion) or the Borrower (in its sole discretion), as the case may be, if such Lender refuses to execute any amendment, waiver or consent which requires the written consent of all the Lenders or all of the affected Lenders and to which the Required Lenders, the Administrative Agent and the Borrower without have agreed. Each Lender agrees that if the need Administrative Agent or the Borrower, as the case may be, exercises its option hereunder, it shall promptly execute and deliver an Assignment and Assumption pursuant to obtain the consent of any other Lender Section 8.07; provided however if such amendmentLender does not execute and deliver such Assignment and Assumption, it shall be deemed to have executed and delivered such document pursuant to Section 8.07.
(c) The Borrower may amend, supplement or waiver is delivered in order otherwise modify Schedule 4.01(j) hereto at any time by notice to (ithe Administrative Agent, provided that immediately after giving effect to any such revised Schedule 4.01(j) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to no Default shall have occurred and be consistent with this Agreement continuing and the other Loan Documentsrepresentation and warranty made in Section 4.01(j) shall be true.
Appears in 2 contracts
Sources: Bridge Credit Agreement, Bridge Credit Agreement (Verizon Communications Inc)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01, 3.02 or 3.03 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required hereunder, unless signed by all Lenders”),;
(iivi) amend this Section 9.01, unless signed by all Lenders; or
(vii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans Guarantors from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”Guaranty; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrower.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrower and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) the Borrower shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 2 contracts
Sources: 364 Day Bridge Credit Agreement (AbbVie Inc.), 364 Day Bridge Credit Agreement (AbbVie Inc.)
Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver in the case of clause (i), (v) or consent:
(vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 2.09 without 7.09 hereof, or, prior to the consent Collateral Release, change any provision of each Lender directly the General and adversely affected therebyRefunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Lender or such Agent LC Issuing Bank, as the case may be, under this Agreement Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything Prior to the contrary contained in this Section 10.01Collateral Release, this Agreement the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other Loan Document may be amended, supplemented modification of the General and waived with Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate upon the effectiveness of any other such amendment (but such Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document LC Issuing Bank shall continue to be consistent entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Lender or LC Issuing Bank shall have received payment of an amount equal to the outstanding principal of its Loans, any participations in Swingline Loans funded pursuant to Section 2.03(c) and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with this Agreement all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Sierra Pacific Power Co), Credit Agreement (Nevada Power Co)
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 2.09 without 7.09 hereof, or, prior to the consent Collateral Release, change any provision of each Lender directly the General and adversely affected therebyRefunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or the other Loan Documents. Notwithstanding anything to the contrary contained consent shall, unless in this Section 10.01, this Agreement writing and any other Loan Document may be amended, supplemented and waived with the consent of signed by the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendmentAgent, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement each LC Issuing Bank and the other Loan Documents.Required Lenders, amend or waive Section
Appears in 2 contracts
Sources: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01, 3.02 or 3.03 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shallhereunder, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend impose restrictions on the definition conversion of “Required Lenders” Extended Advances into Exchange Notes or “Pro Rata Share”; providedalter the rate of such exchange or amend, with modify or waive the consent terms of Administrative Agent and the Required LendersExchange Notes in any manner that requires (or would, additional extensions if the Exchange Notes were outstanding, require) the approval of credit pursuant hereto may be included in the determination all holders of “Required Lenders” or “Pro Rata Share”Exchange Notes; or
(vii) modify amend this Section 2.09 without the consent of each Lender directly 9.01, unless signed by all Lenders; and adversely affected thereby; provided provided, further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrower.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrower and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Advances and other obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) the Borrower shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 2 contracts
Sources: Bridge Credit Agreement (Equinix Inc), Bridge Credit Agreement (Equinix Inc)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders directly and adversely affected thereby, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase or extend the Commitments of the Lenders except as provided in Section 2.05(d) or (e), (c) reduce the principal of, or interest on, the Notes, any Advance, any Letter of Credit Disbursement or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Notes, or the required date of reimbursement of any Letter of Credit Disbursement, or any fees or other amounts payable hereunder, except as provided in Section 2.05(e), (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Notes, in each caseor change the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
f) amend this Section 8.01, (iig) modify Section 2.16, or (h) release one any Person from its liability under a guarantee, or more Guarantors (or otherwise limit such Guarantors’ Person’s liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing such guarantee; and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note; provided further that no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documentsapplicable Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Bank under this Agreement; and provided further that no amendment, waiver or consent to the provisions of Section 2.19 shall be effective unless in writing and signed by the Agent, each Issuing Bank and the Required Lenders. Notwithstanding anything the foregoing, no consent with respect to the contrary contained in this Section 10.01any amendment, waiver or modification of this Agreement and shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other Loan Document may be amendedmodification referred to in clauses (b), supplemented and waived with the consent (c), (d), (e) or (f) of the Administrative Agent first proviso of this paragraph and Borrower without then only in the need to obtain the consent of any other event such Defaulting Lender if shall be directly and adversely affected by such amendment, supplement waiver or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documentsmodification.
Appears in 2 contracts
Sources: Credit Agreement (Spectra Energy Corp.), Credit Agreement (Spectra Energy Corp.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Floating Rate Notes, nor consent to any departure by any Loan Party the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) reduce the principal of, or interest on, the Floating Rate Notes or any time:
amounts payable hereunder, (ib) postpone any date fixed for any payment of principal of, or interest on, the Floating Rate Notes or any other amounts payable hereunder, (c) release or impair the Lien of any collateral securing the Floating Rate Notes, (d) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans thatthe Floating Rate Notes, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) releasehereunder, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ive) amend any provision of this Section 10.01;
(b) 8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for Lenders owed at least 85% in interest of the US Dollar Equivalent of the then aggregate unpaid principal amount of the Floating Rate Debt or, if no such amendmentprincipal amount is then outstanding, waiver holders of at least 85% in interest of the US Dollar Equivalent of the then aggregate unpaid principal amount of the Existing Bank Debt amend, waive or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any departure from Section 5.01(P) (including by amending any definition used therein); and provided further, that no amendment, waiver or consent not being effected in order to reduce shall, unless signed by all the stated rate of interest Initial Lenders or such fees or other amounts, then only all the consent Subsequent Lenders waive any of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate conditions specified in connection with such waived Event of Default Section 3.01 or reduce the stated rate of interest or such fees in connection with such amendment3.02, waiver or consent described in this proviso to clause (b)(ii)respectively; and provided further, as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsNote.
Appears in 2 contracts
Sources: Loan Agreement (Mastellone Brothers Inc), Loan Agreement (Leitesol Industry & Commerce Inc.)
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 2.09 without 7.09 hereof, or, prior to the consent Collateral Release, change any provision of each Lender directly the General and adversely affected therebyRefunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Lender or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything Prior to the contrary contained in this Section 10.01Collateral Release, this Agreement the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other Loan Document may be amended, supplemented modification of the General and waived with Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender or waiver is delivered LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans, any participations in order Swingline Loans funded pursuant to (iSection 2.03(c) cure ambiguitiesand any participations in Letters of Credit funded pursuant to Section 2.04(e), omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Amendments, Etc. No Except as set forth in Section 2.08(c)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and Borrowerthe Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) that no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly adversely affected thereby, waiver or consent:
do any of the following: (ia) increase or extend the Commitments of a Lender without the consent of such Lender;
, (iib) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Advances or any fees or other amounts stated to be payable hereunder or under by the other Loan Documents Borrower to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiic) postpone any date scheduled fixed for any payment of principal of, or interest on, the LoansAdvances or any fees or other amounts payable such Lender hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without expiration of the consent Commitment of such Lender;
, (iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(vd) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans outstanding under of the Facility aggregate unpaid principal amount of the Advances, or otherwise change the number of Lenders, which shall be required for the Lenders or any provision requiring of them to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or (e) amend this Section 8.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by 100% of the Lenders, modify the pro rata distributions hereunder among provisions of this Agreement in a manner that would alter the Lenders without all Lenders’ consent;
(vi) amend the definition pro rata sharing of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected payments required thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement. This Agreement or and the other Loan Documentsagreement referred to in Section 2.03(b) constitute the entire agreement of the parties with respect to the subject matter hereof and thereof. Notwithstanding anything to the contrary contained in this Section 10.01herein, this Agreement (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any other Loan Document amendment, waiver or consent that by its terms requires the consent of all Lenders or each affected Lender may be amended, supplemented and waived effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrower shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature in any provision of this Agreement, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without the need to obtain the any further action or consent of any other Lender party hereto if the same is not objected to in 16605535v6 24740.00262 72 writing by the Majority Lenders within five Business Days following the posting of such amendment, supplement or waiver is delivered in order amendment to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsLenders.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that no amendment, howeverwaiver or consent shall, that:
unless in writing and signed by all the Lenders adversely affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Advance or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Advance or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments, the aggregate unpaid principal amount of any Advance or the percentage or number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement Agreement, any Note or the any other Loan DocumentsDocument, (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank and/or the Swingline Lender in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Bank and/or the Swingline Lender, as applicable, in their capacities as such under this Agreement, and (z) the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary contained herein, (A) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Advances, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (C) the Required Lenders shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything to the contrary herein, (a) this Section 10.01Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrowers and the Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement, and (b) the Agent may amend or modify this Agreement and any other Loan Document may be amendedto cure any ambiguity, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendmentomission, supplement mistake, defect or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documentsinconsistency therein.
Appears in 2 contracts
Sources: Credit Agreement (Scholastic Corp), Credit Agreement (Scholastic Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive, modify or eliminate any time:
of the conditions specified in Section 3.01, 3.02 or 3.03, (ib) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
f) amend this Section 8.01, or (iig) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to any collateral for the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all obligations of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing Borrower hereunder; and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lendersfurther, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01any Note; and provided, further that this Agreement and any other Loan Document may be amended, supplemented amended and waived with the consent of the Administrative Agent and Borrower restated without the need to obtain the consent of any other Lender if or the Agent if, upon giving effect to such amendmentamendment and restatement, supplement such Lender or waiver is delivered in order the Agent, as the case may be, shall no longer be a party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the other Loan DocumentsAgent, as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)
Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender or waiver is delivered LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in order Letters of Credit funded pursuant to (i) cure ambiguitiesSection 2.04(e), omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall
(a) unless agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Advance or the Borrower’s obligations to reimburse any drawing on a Letter of Credit, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Agent, the Arrangers or any Issuing Bank for their own respective accounts), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Advance, extend the time of payment of any obligation of the Borrower to reimburse any drawing on any Letter of Credit or any interest thereon, extend the expiry date of any Letter of Credit beyond the fifth Business Day prior to the Termination Date, or extend the time of payment of any fees hereunder (other than fees payable to the Agent, the Arrangers or any Issuing Bank for their own respective accounts), or (iii) increase any Revolving Credit Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.02 or of any Default, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);
(b) unless in writing and signed agreed to by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or reduce the percentage of (x) the aggregate Revolving Credit Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder or under any other Loan Document (including pursuant to any change to as set forth in the definition of “Required Lenders”),
, (ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in change any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendmentAgreement or any of the other Loan Documents requiring, waiver by its terms, the consent or consent shall, unless in writing and signed by each Lender specified below approval of all the Lenders for such amendment, waiver modification, waiver, discharge, termination or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone change or waive any date scheduled for provision of Section 2.15, any payment other provision of principal ofthis Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or interest on, the Loans, any date scheduled for payment this Section 8.01 or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;Section 2.19(b); and
(ivc) consent unless agreed to by the assignment Issuing Banks or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above as provided hereinabove to take such action, affect the respective rights or duties obligations of such Agent under this Agreement the Issuing Banks or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01Agent, this Agreement and as applicable, hereunder or under any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Pinnacle West Capital Corp), Credit Agreement (Pinnacle West Capital Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Term Loans or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Term Loans or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Term Loans, in each case, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(vf) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
sharing of payments under Section 2.09 or amend or waive Section 2.11 or (vig) amend the definition of “Required Lenders” or “Pro Rata Share”this Section 8.01; providedand provided further, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01Agreement, and provided further, that this Agreement and any other Loan Document may be amended, supplemented amended and waived with the consent of the Administrative Agent and Borrower restated without the need to obtain the consent of any other Lender if or the Administrative Agent if, upon giving effect to such amendmentamendment and restatement, supplement such Lender or waiver is delivered in order the Administrative Agent, as the case may be, shall no longer be a party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the other Loan DocumentsAdministrative Agent, as the case may be.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Entergy New Orleans, LLC), Term Loan Credit Agreement (Entergy New Orleans, LLC)
Amendments, Etc. No (a) Subject to Section 2.08(f), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) [reserved];
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to or amend the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend change Section 2.06, Section 2.13(a) or Section 2.15, in each case in a manner that would affect the definition ratable sharing of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(vii) amend this Section 9.01, unless signed by all Lenders; or
(viii) to the extent any Guaranty is then in effect, release all or substantially all of the value of the Guaranties (except as such release is otherwise provided for in this Agreement or in the other Loan Documents) without the written consent of each Lender; and provided, further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document other than the need Administrative Agent and the Borrower. This Agreement may be amended from time to obtain time without the consent of any other Lender if such amendmentLenders to award additional titles to certain Lenders, supplement or waiver is delivered in order as determined pursuant to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement separate agreement between the Borrower and the other Loan DocumentsLead Arrangers.
Appears in 2 contracts
Sources: 364 Day Bridge Credit Agreement, 364 Day Bridge Credit Agreement (AbbVie Inc.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor any consent to any departure by any Loan Party the Company therefrom, shall in any event be effective unless the same shall be in writing and signed agreed or consented to by the Required Lenders Majority Banks and Borrowerthe Company, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) that no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentBank affected thereby, waiver or consent:
do any of the following: (ia) increase the Commitments of a Lender without the consent Commitment of such Lender;
Bank (iiit being understood that the waiver of any reduction in the Commitments or any mandatory repayment other than (x) the repayment of all Loans at the end of the Revolving Credit Availability Period and (y) the mandatory reductions of the Commitments provided for in Section 2.3(a) and (z) the mandatory prepayments required by the terms of Section 3.2(b), shall not be deemed to be an increase in any Commitment) or subject the Banks to any additional obligation; (b) reduce the principal of, or stated rate of interest on, any Loan, Reimbursement Obligation or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lenderfee hereunder; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiic) postpone any scheduled date scheduled fixed for any payment or mandatory prepayment of principal of, or interest on, the Loansany Loan, any date scheduled for payment Reimbursement Obligation, fee or for any date fixed for any payment of fees hereunder in each case payable other sum to a Lender without the consent of such Lender;
be paid hereunder; (iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(vd) change the order percentage of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or of the aggregate unpaid principal amount of any of the Loans outstanding and Letter of Credit Liabilities, or the number of Banks, which shall be required for the Banks or any of them to take any action under the Facility or otherwise this Agreement; (e) change any provision requiring contained in Sections 2.2(c), 9.7 or 13.3 hereof or this Section 13.4 or Section 6.7 hereof, or (f) release all or substantially all of any security for the pro rata distributions hereunder among obligations of the Lenders without Company under this Agreement or all Lenders’ consent;
(vi) amend or substantially all of the definition personal liability of “Required Lenders” or “Pro Rata Share”; providedany obligor created under any of the Loan Documents. Anything in this Section 13.4 to the contrary, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition shall be made with respect to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with 12 without the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgent.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Ocean Energy Inc /Tx/), Loan Agreement (Seagull Energy Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Majority Banks and Borrowerthe Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersBanks directly affected thereby (it being understood that all Banks are directly affected by clauses (a), (f), (g), (h) and (i) below), do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.2, (ib) increase or extend the scheduled termination date of any Commitment of any Bank or any Issuing Bank or subject any Bank or any Issuing Bank to any additional obligation, (c) reduce the Reimbursement Obligations, (d) reduce the principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (e) postpone any date fixed for any payment of the Reimbursement Obligations, Revolving Credit Advances or any fees or other amounts payable hereunder, (f) change the number definition of Lenders Majority Banks or otherwise change the LC Participation Percentages, the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Revolving Credit Advances, in each case, Letter of Credit Liabilities or the Reimbursement Obligations which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement, (including pursuant to any change to the definition of “Required Lenders”),
(iig) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all any of the Collateral (except as set forth in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted hereinSection 8.15), or
release Pipeline Holdco from the Pipeline Holdco Guaranty (ivexcept as set forth in Section 8.15) or release TWC from the TWC Guaranty, (h) amend or waive any provision of of, or consent to any departure by any Borrower from, Section 2.9, this Section 10.01;
(b) no amendment8.1 or Section 8.15, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent aggregate amount of the Required Lenders shall be necessary to waive any obligation Revolving Credit Commitments for TWC or the Letter of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights Credit Commitments above $1,500,000,000; and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of such the Agent under this Agreement any Credit Document; and provided further that no amendment, waiver or the other Loan Documents. Notwithstanding anything consent shall, unless in writing and signed by each Issuing Bank in addition to the contrary contained Banks required above to take such action, affect the rights or duties of any Issuing Bank under any Credit Document; and provided further that no amendment, waiver or consent shall, unless in this Section 10.01writing and signed by the Collateral Agent in addition to the Banks required above to take such action, this Agreement and any other Loan Document may be amended, supplemented and waived with affect the consent rights or duties of the Administrative Collateral Agent and Borrower without the need to obtain the consent of under any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsCredit Document.
Appears in 2 contracts
Sources: Credit Agreement (Williams Companies Inc), Credit Agreement (Northwest Pipeline Corp)
Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 2.09 without 7.09 hereof, or, prior to the consent Collateral Release, change any provision of each Lender directly the General and adversely affected therebyRefunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything Prior to the contrary contained in this Section 10.01Collateral Release, this Agreement the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other Loan Document may be amended, supplemented modification of the General and waived with Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender or waiver is delivered LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in order Letters of Credit funded pursuant to (i) cure ambiguitiesSection 2.04(e), omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/)
Amendments, Etc. No Subject to Sections 2.05(d) and 2.08(f), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Sections 3.01 or 3.03 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shallhereunder, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend change Section 2.06, Section 2.13(a) or Section 2.15, in each case in a manner that would affect the definition ratable sharing of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 payments required thereby without the written consent of each Lender directly and adversely affected thereby; or
(vii) amend this Section 8.01 or the definition of “Required Lenders”, unless signed by all Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without the need to obtain the any further consent of any other Lender if party to such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Loan Document to be consistent with this Agreement other than the Administrative Agent and the other Loan DocumentsBorrower.
Appears in 2 contracts
Sources: Revolving Credit Agreement (AbbVie Inc.), Revolving Credit Agreement (AbbVie Inc.)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than the Designated Bidders and other than any Lender that is, at such time, a Defaulting Lender), do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Notes or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments Commitments, the aggregate Available Amount of outstanding Letters of Credit or (y) of the aggregate unpaid principal amount of Loans thatthe Revolving Credit Notes, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivf) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing 8.01; and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent each Swing Line Bank or Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of such Agent the Swing Line Banks or of the Issuing Banks, as the case may be, under this Agreement or any Note; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything Administrative Agents or the Paying Agent, as the case may be, in addition to the contrary contained in this Section 10.01Lenders required above to take such action, this Agreement and any other Loan Document may be amended, supplemented and waived with affect the consent rights or duties of the Administrative Agent and Borrower without Agents or Paying Agent, as the need to obtain the consent of any other Lender if such amendmentcase may be, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with under this Agreement and the other Loan Documentsor any Note.
Appears in 2 contracts
Sources: Credit Agreement (Federated Department Stores Inc /De/), Credit Agreement (Federated Department Stores Inc /De/)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments, or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe outstanding Borrowings, in each caseor the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivvi) amend or waive this Section 8.01 or any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions Agreement that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent requires pro rata treatment of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights Lenders; and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender or LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.14, 2.17 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documentsreleased from its obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (American Electric Power Co Inc), Credit Agreement (American Electric Power Co Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01 or 3.02, (ib) increase the Commitments of the Lenders (other than pursuant to Section 2.05(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder (other than pursuant to Section 2.18), (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each case, or change the definition of “Majority Lenders” or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(vf) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
sharing of payments under Section 2.14 or amend or waive Section 2.16 or (vig) amend the definition of “Required Lenders” or “Pro Rata Share”this Section 8.01; providedand provided further, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent or the LC Issuing Banks under this Agreement, and Borrower provided further, that this Agreement may be amended and restated without the need to obtain the consent of any Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the Administrative Agent, as the case may be. Anything herein to the contrary notwithstanding, during such period as a Lender if is a Defaulting Lender, to the fullest extent permitted by applicable law, such amendmentLender will not be entitled to vote in respect of amendments and waivers hereunder, supplement and the Commitments and the outstanding Advances or other Extensions of Credit of such Lender hereunder will not be taken into account in determining whether the Majority Lenders or all of the Lenders, as required, have approved any such amendment or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documentsdefinition of “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (Entergy Arkansas Inc), Credit Agreement (Entergy Texas, Inc.)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Sections 3.01 or 3.02 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shallhereunder, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;; or
(vi) amend the definition of “Required this Section 8.01, unless signed by all Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrower.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrower and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Advances due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) the Borrower shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 2 contracts
Sources: Three Year Term Loan Credit Agreement (AbbVie Inc.), 364 Day Term Loan Credit Agreement (AbbVie Inc.)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders L/C Issuers, the Administrative Agent, the Majority Banks and Borrowerthe Company, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersBanks, do any of the following at any time:
following: (ia) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or waive any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is conditions specified in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) releaseSection 3.03, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments amount of a Lender without the consent of such Lender;
Commitment, extend any L/C Expiration Date then in effect or subject any Banks to any additional obligations, (iic) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Reimbursement Obligations or any fees or other amounts stated to be payable hereunder or under (except fees payable for the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent account of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default L/C Issuers or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(iiAdministrative Agent), as applicable;
(iiid) postpone any date scheduled fixed for any payment of principal of, or interest on, the LoansReimbursement Obligations or any fees or other amounts payable hereunder (except fees payable for the account of the L/C Issuers or Administrative Agent), any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(ve) change the order percentage of application the Reimbursement Obligations or of the Shares or the number of Banks that shall be required for the Banks or any prepayment of Loans from them to take any action hereunder, (f) alter the ratable application thereof set forth of payments or prepayments of principal, interest or other amounts hereunder among the Banks, (g) release any of the Pledged Bonds except upon reimbursement for the drawings related to such Pledged Bonds or as otherwise provided in this Agreement or the applicable provisions of Pledge Agreement or (h) amend, waive, supplement or otherwise modify this Section 2.03(e8.01, Section 8.04(b) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”8.04(c); provided, with the consent of Administrative Agent and the Required Lendersfurther, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or the L/C Issuers, in addition to the Lenders Banks required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without or the need to obtain the consent of any other Lender if such amendmentL/C Issuers, supplement or waiver is delivered in order to (i) cure ambiguitiesrespectively, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with under this Agreement and the other Loan DocumentsAgreement.
Appears in 2 contracts
Sources: Letter of Credit and Reimbursement Agreement, Letter of Credit and Reimbursement Agreement (Commonwealth Edison Co)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower or Mondelēz therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (and Borrowerfor the avoidance of doubt, if an amendment or waiver of any provision under this Agreement affects only the Three-Year Lenders or the Five Year Lenders, as the case may be, then such amendment or waiver shall only require the written consent of the Required Three-Year Loan Lenders or Required Five-Year Loan Lenders, as applicable), the Borrower and Mondelēz, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (including Defaulting Lenders) affected thereby ,the Borrower and Mondelēz, do any of the following at following: (a) waive any time:
of the conditions specified in Sections 3.01, 3.02 or 3.03 (iit being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.01, 3.02 or 3.03 unless the amendment or waiver so provides), (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or the amount or rate of interest on, the Loans or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Loans, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any such change to the definition of “Required Lenders”),
, (iif) release one or more Guarantors Mondelēz from any of its obligations under Article VIII, (or otherwise limit such Guarantors’ liability g) change Section 2.16 in a manner that would alter the pro rata sharing of payments required thereby (other than to extend the applicable Maturity Date with respect to the Obligations owing Three-Year Loans or Five-Year Loans of consenting Lenders and to the Agents and the compensate such Lenders under the Guaranties) if for consenting to such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
extension; provided that (i) increase no amendment permitted by this parenthetical shall reduce the Commitments amount of a Lender without or defer any payment of principal, interest or fees to non-extending Lenders or otherwise adversely affect the consent rights of such Lender;
non-extending Lenders under this Agreement and (ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed opportunity to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents agree to such Lender without the consent of extension and receive such Lender; provided if the Required Lenders agree compensation shall be offered on equal terms to waive any Event of Default and such waiver is effective in accordance with all relevant Lenders) or (h) amend this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights 9.01; and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgreement.
Appears in 1 contract
Amendments, Etc. No Any provision of this Agreement or any other Agreement Document may be amended or waived if, but only if, such amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be is in writing and is signed by the Required Lenders Transferor, the Servicer, the Purchaser and Borrowerthe Agent, and then as applicable (and, if Article IX or the rights or duties of the Agent are affected thereby, by the Agent); provided that no such amendment or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderseach Bank Investor directly affected thereby, do any of the following at any time:
(i) increase the Commitment of a Bank Investor, (ii) reduce the Aggregate Purchaser's Investment or rate of interest to accrue thereon or any fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any Scheduled distribution in respect of Aggregate Purchaser's Investment or interest with respect thereto or any fees or other amounts payable hereunder or for termination of any Commitment, (iv) change the percentage of the Commitments or the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans thatBank Investors, in each case, which shall be required for the Lenders Bank Investors or any of them to take any action hereunder under this Section or any other provision of this Agreement, (including pursuant to any change to the definition of “Required Lenders”),
(iiv) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties property with respect to which a security or ownership interest therein has been granted hereunder to the Lenders,
(iiiAgent or the Bank Investors,(vi) release, extend or subordinate permit the Administrative Agent’s Liens in, all or substantially all extension of the Collateral in any transaction or series of related transactions Commitment Termination Date, (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vivii) amend the definition of “Required Lenders” "Loss Reserve," "Dilution Reserve" or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents."Servicer's Fee Reserve,"
Appears in 1 contract
Sources: Transfer and Administration Agreement (Wackenhut Corp)
Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver in the case of clause (i), (v) or consent:
(vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Lender or such Agent LC Issuing Bank, as the case may be, under this Agreement Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Midamerican Energy Holdings Co /New/)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
, subject to Section 8.16, no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (ai) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), or subject any Lender to any additional obligations, (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Advances, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Swingline Bank or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Bank or such LC Issuing Bank, as the case may be, under this Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Swingline Bank, each LC Issuing Bank and the Required Lenders, amend or waive Section 8.16. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 53 Attachment 2 Page 57 of 116 for therein shall terminate (but such Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender or LC Issuing Bank not consenting thereto receives payment in full of the principal amount of and interest accrued on each Advance made by it or any Letter of Credit issued by it and outstanding, as the case may be, and all other amounts owing to it or accrued for its account under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documentsreleased from its obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01, 3.02 or 3.03 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shallhereunder, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;; or
(vi) amend the definition of “Required this Section 9.01, unless signed by all Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrower.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrower and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) the Borrower shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes or the Subordination Agreement, nor consent to any departure by any Loan Party the Borrower or the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders (other than any Lender which is, at such time, a Defaulting Lender), do any of the following at any time:
: (i) waive any of the conditions specified in Section 3.01 or, in the case of the initial Borrowing, Section 3.02, (ii) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Notes, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
hereunder, (iii) releaseamend this Section 9.01, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
Lenders or subject the Lenders to any additional obligations, (iiv) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Notes or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiivi) postpone any date scheduled fixed for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application Notes or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) fees or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments other amounts payable hereunder or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without release the consent of each Lender directly and adversely affected therebyGuarantor from its obligations under the Guaranty; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or the Issuing Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything Co-Agents in addition to the contrary contained in this Section 10.01Lenders required above to take such action, affect the rights or duties of the Co-Agents under this Agreement and or any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsNote.
Appears in 1 contract
Sources: Credit Agreement (Imc Global Inc)
Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver in the case of clause (i), (v) or consent:
(vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate upon the effectiveness of any other such amendment (but such Non-Consenting Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document LC Issuing Bank shall continue to be consistent entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Non-Consenting Lender or LC Issuing Bank shall have received or at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with this Agreement all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Pacificorp /Or/)
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders affected by such amendment, waiver or comment, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase the Commitments of the Lenders (other than as provided in Section 2.17) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Notes, any Reimbursement Obligation or any fees or other amounts payable hereunder (provided that any Lender may waive, for itself, the timely payment of any amount owed to it arising from any claim by such Lender in respect of any indemnity obligation of the Borrower to such Lender pursuant to Section 2.10, 2.11 or 2.13), (d) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Notes or of the aggregate Available Amount of outstanding Letters of Credit, or the number of Lenders, that in each case, case shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to f) reduce or limit the obligations of any change to Guarantor under Section 1 of the definition Guaranty or of “Required Lenders”),
(ii) release one or more Guarantors (the Borrower under Section 7.01 or otherwise limit such Guarantors’ any Guarantor’s or the Borrower’s respective liability with respect to the Obligations owing to the Agents Agents, the Lenders and the Lenders under the GuarantiesIssuing Banks, (g) if such amend this Section 9.01 or (h) release or limitation is in respect of all or substantially all of the value represented by the Guaranties any cash collateral securing Reimbursement Obligations under Letters of Credit, except to the Lenders,
(iiiextent permitted by Section 2.16(i) release, or subordinate the Administrative Agent’s Liens in, all or substantially all in respect of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) Excess Amounts described therein; and provided further that no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for Issuing Bank, in addition to the Lenders required above to take such amendmentaction, waiver affect the rights or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent obligations of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in Issuing Banks under this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected therebyAgreement; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or the Collateral Agent, as the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or Collateral Agent in its capacity as such Agent Agent, under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsNote.
Appears in 1 contract
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitments Commitment of a any Lender without or extend the consent of such Lender;
Commitments, (iiiii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent the Administrative Agent, as the case may be, under this Agreement and (y) no amendment, waiver or the other Loan Documents. Notwithstanding anything to the contrary contained consent shall, unless in this Section 10.01, this Agreement writing and any other Loan Document may be amended, supplemented and waived with the consent of signed by the Administrative Agent and Borrower without the need Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender provided for therein shall terminate (but such Non-Consenting Lender shall continue to obtain be entitled to the consent benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender shall have received or waiver is delivered in order shall at the time of such termination receive payment of an amount equal to (i) cure ambiguitiesthe outstanding principal of its Loans, omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
following: (i) waive any of the conditions specified in Section 3.01, (ii) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
9.01; (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly and adversely affected thereby (and without the consent of the Required Lenders), waiver or consent:
do any of the following: (i) increase or extend the Commitments of a Lender without the consent of such any Lender;
, (ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Advances or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled fixed for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application Advances or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) fees or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”other amounts payable hereunder; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or the other Loan Documentsany Note. Notwithstanding anything to the contrary contained in this Section 10.01herein, this Agreement no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any other Loan Document amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be amended, supplemented and waived effected with the consent of the Administrative Agent and Borrower applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, nor amounts owing to such Lender reduced or the final maturity thereof extended, without the need to obtain the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other Lender if affected Lenders shall require the consent of such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsDefaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Jabil Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, Agreement nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by (a) all of the Lenders, do any of the following at any time:
following: (i) waive any of the conditions specified in Section 3.01, (ii) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Loans, in each caseor the number of Lenders (including the definition of “Majority Lenders”), that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
8.01; and (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
directly affected thereby do any of the following: (i) increase (or postpone the date fixed for termination of) the Commitments of a such Lender without (it being understood that amendments or waivers of conditions precedent, representations, covenants, Defaults or Events of Default shall not constitute an increase in the consent Commitment of any Lender) or subject such Lender;
Lender to any additional obligations, (ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone the Maturity Date or any date scheduled fixed for any payment of principal of, or interest on, the Loans, Loans or any date scheduled for payment fees or for any date fixed for any payment of fees other amounts payable hereunder in each case payable to a Lender without the consent of such Lender;
or (iv) consent to amend the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable pro rata provisions of Section 2.03(e) 2.04 or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”2.15; provided, with the consent of Administrative Agent and the Required Lendersfurther, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the any Note. This Agreement and any other Loan DocumentsDocuments constitute the entire agreement of the parties with respect to the subject matter hereof and thereof. Notwithstanding anything to the contrary contained in this Section 10.018.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguitiesany ambiguity, omissionstypographical error, mistakes defect or defects inconsistency so long as such amendment, supplement or (ii) to cause waiver does not impose additional obligations on, or otherwise adversely affect the interests of, any Collateral Document to be consistent with this Agreement and Lender; provided that the other Loan DocumentsAdministrative Agent shall promptly give the Lenders a copy of any such amendment, supplement or waiver upon the execution thereof.
Appears in 1 contract
Sources: 364 Day Term Loan Agreement (Becton Dickinson & Co)
Amendments, Etc. No Subject to Section 2.1(c) or Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 2.09 without 7.09 hereof, or, prior to the consent Collateral Release, change any provision of each Lender directly the General and adversely affected therebyRefunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything Prior to the contrary contained in this Section 10.01Collateral Release, this Agreement the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other Loan Document may be amended, supplemented modification of the General and waived with Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender or waiver is delivered LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in order Letters of Credit funded pursuant to (i) cure ambiguitiesSection 2.04(e), omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Pacificorp /Or/)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) contractually subordinate the Obligations hereunder to any other indebtedness or other obligation or (g) amend this Section 9.01; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or the other Loan Documents. Notwithstanding anything any Note, (ii) no Defaulting Lender shall have any right to the contrary contained in this Section 10.01approve or disapprove any amendment, this Agreement waiver or consent hereunder (and any other Loan Document amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be amended, supplemented and waived effected with the consent of the Administrative applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended, nor amounts owed to such Defaulting Lender reduced, or the final maturity thereof extended, without the consent of such Defaulting Lender, and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; and (iii) if the Agent and Borrower the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any Note (including the schedules and exhibits thereto), then the Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without the need to obtain the any further action or consent of any other Lender if such amendment, supplement or waiver is delivered in order party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgreement.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party Borrower or Kraft therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedPROVIDED, howeverHOWEVER, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive any time:
of the conditions specified in Sections 3.01 and 3.02, (ib) increase the Commitments of the Lenders other than pursuant to Section 2.10(b), or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Pro Rata Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Pro Rata Advances other than pursuant to Section 2.10(c), or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Pro Rata Advances, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
(iif) release one Kraft from any of its obligations under Article VIII or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guarantiesg) if such release or limitation is in respect of all or substantially all amend this Section 9.01; PROVIDED FURTHER that no waiver of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral conditions specified in any transaction or series of related transactions (other than Section 3.04 in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, Competitive Bid Borrowing shall be effective unless in writing and signed consented to by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent all Lenders making Competitive Bid Advances as part of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such LenderCompetitive Bid Borrowing; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further PROVIDED FURTHER that no amendment, waiver or consent shall, unless in writing and signed by an Agent JPMorgan Chase, as Administrative Agent, in addition to the Lenders required above to take such action, affect the rights or duties of such Agent JPMorgan Chase, as Administrative Agent, under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsPro Rata Advance.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Kraft Foods Inc)
Amendments, Etc. No amendment or modification of this Agreement, the Notes or any other Loan Document shall in any event be effective against any Borrower unless the same shall be agreed or consented to in writing by the applicable Borrower. No amendment, modification or waiver of any provision of this Agreement, the Notes or any other Loan Document, nor any consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective against the Lenders unless the same shall be agreed or consented to in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenderseach Lender affected thereby, do any of the following at following: (a) increase any time:
Commitment of any of the Lenders (ior reinstate any termination or reduction of the Commitments) or subject any of the Lenders to any additional obligations; (b) reduce the principal of, or interest on, any Loan, Reimbursement Obligation, fee or other amount due hereunder; (c) postpone or extend the Maturity Date, the Termination Date, the Availability Period or any scheduled date fixed for any payment of principal of, or interest on, any Loan, Reimbursement Obligation, fee or other sum to be paid hereunder or waive any Event of Default described in Section 9.1(a) hereof; (d) change the number of Lenders or the percentage of (x) any of the Commitments or (y) of the aggregate unpaid principal amount of Loans thatObligations, in each caseor the percentage of Lenders, which shall be required for the Lenders or any of them to take any action hereunder under this Agreement; (including pursuant to e) change any change to the definition of “Required Lenders”provision contained in Sections 2.3(c),
, 7.8, 11.3 or 11.4 hereof or this Section 11.5, or (iif) release one any Person from liability under a Guaranty or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the security, if any, for the Obligations or release collateral, if applicable (exclusive of collateral, if any, with respect to which any Administrative Agent is obligated to provide a release pursuant to this Agreement or any of the other Loan Documents or by law) in any one (1) calendar year ascribed an aggregate value represented by on the Guaranties most recent financial statements of the applicable Borrower delivered to Administrative Agents in excess of US$1,000,000. Notwithstanding anything in this Section 11.5 to the Lenders,
(iii) releasecontrary, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, modification, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender shall be made with respect to Article 10 without the consent of such Lender;
(ii) reduce U.S. Administrative Agent to the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii)extent it affects U.S. Administrative Agent, as applicable;
(iii) postpone any date scheduled for any payment of principal ofU.S. Administrative Agent, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent Canadian Administrative Agent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely extent it affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; providedCanadian Administrative Agent, with the consent of as Canadian Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Norwegian Administrative Agent in addition to the Lenders required above to take such actionextent it affects Norwegian Administrative Agent, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the as Norwegian Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsAgent.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01 or Section 3.02, or Section 3.04,
(ii) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders (including the definition of “Required Lenders”), that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;and
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly and adversely affected thereby (and without the consent of the Required Lenders), waiver or consentdo any of the following:
(i) increase or extend the Commitments of any Lender (it being understood that a Lender without waiver of any condition precedent set forth in Section 3.01, 3.02 or 3.04 or the consent waiver of such any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an increase or extension of any Commitment of any Lender;),
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Advances or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent (it being understood that (x) a waiver of such Lender; provided if the Required Lenders agree to waive any Default, Event of Default Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a reduction or forgiveness in principal and such waiver is effective (y) any change to the definition of “Public Debt Rating” or in accordance with this Section 10.01 or if the Required Lenders agree to change any financial component definitions that would reduce the stated rate thereof shall not constitute a reduction of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then fees); provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay default interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso pursuant to clause (b)(iiSection 2.07(b), as applicable;,
(iii) postpone any date scheduled fixed for any payment of principal of, or interest on, the LoansAdvances or any fees or other amounts payable hereunder (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension of any date scheduled for maturity or payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;date),
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;amend this Section 8.01,
(v) change extend the order expiration date of application or any prepayment Letter of Loans from Credit to a date later than the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;latest Termination Date,
(vi) amend change Sections 2.06(a), 2.06(c), or 2.15 or the definition of “Required LendersRatable Share” or “Pro Rata Share”; provided, with in each case in a manner which would alter the consent pro rata sharing of Administrative Agent payments required thereby and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”a materially adverse manner to such Lender; or
(vii) modify Section 2.09 without release the consent Company from any of each Lender directly and adversely affected thereby; provided further that its obligations under Article IX;
(c) no amendment, waiver or consent shall, unless in writing and signed by an Agent applicable Revolving Credit Lenders owed at least a majority in addition to interest of the then aggregate unpaid principal amount (based on the Equivalent in Dollars at such time) of the Revolving Credit Advances under the applicable Facility, or, if no such principal amount is then outstanding, Appropriate Lenders required above to take such action, affect having at least a majority in interest of the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement applicable Revolving Credit Commitments (and any other Loan Document may be amended, supplemented and waived with without the consent of the Administrative Agent Required Lender) waive any of the conditions specified in Section 3.03 after the Closing Date with respect to such Facility, and Borrower without the need to obtain the consent of any other Lender if such amendmentprovided, supplement or waiver is delivered in order to (i) cure ambiguitiesfurther, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents.that
Appears in 1 contract
Sources: Credit Agreement (Td Synnex Corp)
Amendments, Etc. No amendment or waiver of any provision of this Agreementany Loan Document, nor consent to any departure by any Loan Document Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders affected by such amendment, waiver or comment, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Reimbursement Obligation or any fees or other amounts payable hereunder (provided that any Lender may waive, for itself, the timely payment of any amount owed to it arising from any claim by such Lender in respect of any indemnity obligation of the Borrowers to such Lender pursuant to Section 2.07 or 2.09), (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances or of the aggregate Available Amount of outstanding Letters of Credit, or the number of Lenders, that in each case, case shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to f) reduce or limit the definition obligations of “Required Lenders”),
(ii) release one or more Guarantors (the Guarantor under Section 7.01 or otherwise limit such Guarantors’ any Obligor’s respective liability with respect to the Obligations owing to the Agents Agents, the Lenders and the Lenders under Issuing Bank, (g) amend this Section 9.01 or the Guarantiesdefinition of “Required Lenders” or (h) if such release or limitation is in respect of all or substantially all of any cash collateral securing Reimbursement Obligations under the value represented by the Guaranties Letters of Credit, except to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral extent otherwise permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) hereunder; and provided further that no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for the Issuing Bank, in addition to the Lenders required above to take such amendmentaction, waiver affect the rights or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent obligations of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in Issuing Bank under this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected therebyAgreement; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent in its capacity as the Administrative Agent, under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything Anything herein to the contrary contained notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Advances or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this Section 10.01proviso, this Agreement and any other Loan Document may be amended, supplemented and waived with will require the consent of such Defaulting Lender. This Section 9.01 is subject to the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsIntercreditor Agreement.
Appears in 1 contract
Sources: Naira Letter of Credit Facility and Guaranty Agreement (Pacific Drilling S.A.)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01, 3.02 or 3.03 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required hereunder, unless signed by all Lenders”),;
(iivi) amend this Section 9.01, unless signed by all Lenders; or
(vii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented Guarantors from the Guaranty (except as contemplated by the Guaranties to the Lenders,
(iiiSection 8.08) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrower.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrower and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) the Borrower shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersBanks, do any of the following at following: (a) waive any time:
of the conditions specified in Article III, (ib) increase the Letter of Credit Commitments of the Issuing Banks or subject any Bank to any additional obligation, (c) reduce the Reimbursement Obligations or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of the Reimbursement Obligations or any fees or other amounts payable hereunder, (e) take any action which requires the signing of all the Banks pursuant to the terms of this Agreement, (f) change the number definition of Lenders Majority Banks or otherwise change the percentage of (x) the Letter of Credit Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Letter of Credit Liabilities or the Reimbursement Obligations, in each caseor the number of Banks, which shall be required for the Lenders Banks or any of them to take any action hereunder under this Agreement, (including pursuant to any change to the definition of “Required Lenders”),
(iig) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all any of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted hereinexcept as contemplated by Section 5.2(e)), or
or (ivh) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing 9.1; and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders Banks required above to take such action, affect the rights or duties of such the Agent under this Agreement any Credit Document; and provided further that no amendment, waiver or the other Loan Documents. Notwithstanding anything consent shall, unless in writing and signed by each Issuing Bank in addition to the contrary contained Banks required above to take such action, affect the rights or duties of any Issuing Bank under any Credit Document; and provided further that no amendment, waiver or consent shall, unless in this Section 10.01writing and signed by the Collateral Agent in addition to the Banks required above to take such action, this Agreement and any other Loan Document may be amended, supplemented and waived with affect the consent rights or duties of the Administrative Collateral Agent and Borrower without the need to obtain the consent of under any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsCredit Document.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders affected thereby, do any of the following: (a) increase the Commitments of such Lender, (b) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder or extend the date of termination of such ▇▇▇▇▇▇’s Commitment, (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder; or (e) amend this Section 9.01; provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or any Note, and (ii) notwithstanding anything in the foregoing to the contrary, any amendment or waiver of any provision of this Agreement or the Notes or any consent to any departure by the Company therefrom, in each case, solely affecting the Lenders of any Facility shall apply only to such Facility unless the same shall be signed by the Majority Lenders of the other Loan Documents. Notwithstanding anything to Facility, i.e. the contrary Tranche A-1 Majority Lenders or the Tranche A-2 Majority Lenders, as applicable; and provided further, that nothing contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with 9.01 will require the consent of Company or the Administrative Agent and Borrower without the need to obtain seek the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) make any technical amendments to cure ambiguities, omissions, mistakes ambiguities or defects or (ii) make related modifications to cause any Collateral Document to be consistent with this Agreement and the other provision of a Loan DocumentsDocument.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Honeywell International Inc)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in NYDOCS01/1619389.2 any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all the Borrower and each of the LendersLenders adversely affected thereby, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01 or 3.02 (iif and to the extent that the Borrowing for which such condition or conditions are waived would result in an increase in the aggregate amount of Advances over the aggregate amount of Advances outstanding immediately prior to such Borrowing), (b) increase the Commitment of such Lender or subject such Lender to any additional obligations, (c) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder to such Lender, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder to such Lender; provided that only the consent of the Required Lenders shall be necessary to amend the provisos set forth in each of Section 2.06(a) and (b) or to waive any obligation of the Borrower to pay any increased interest pursuant to the provisos set forth in Section 2.06(a) or (b), (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
(iif) release one the Borrower from its Guaranty or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivg) amend any provision of Section 8.06(b)(ii) or this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby8.01; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsNote.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders affected thereby, do any of the following: (a) increase the Commitments of such Lender, (b) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder or extend the date of termination of such Lender’s Commitment, (d) release the Company from any of its obligations under Article VII, (e) require the duration of an Interest Period to be more than six months if such period is not available to all Lenders, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder; or (g) amend this Section 9.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything Issuing Banks in addition to the contrary contained Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in this Section 10.01, their capacities as such under this Agreement and any other Loan Document may be amended(z) no amendment, supplemented waiver or consent shall, unless in writing and waived with signed by each Swing Line Bank, in addition to the consent Lenders required above to take such action, affect the rights or obligations of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with Swing Line Banks under this Agreement and the other Loan DocumentsAgreement.
Appears in 1 contract
Sources: Five Year Credit Agreement (Honeywell International Inc)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01, 3.02 or 3.03 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments, Swingline Commitments or LC Commitments of any Lender or Issuing Bank or subject a Lender or Issuing Bank to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances or any LC Disbursement, the stated rate at which any fees hereunder are calculated, or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of a Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances and LC Disbursements, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required hereunder, unless signed by all Lenders”),;
(iivi) amend this Section 9.01, unless signed by all Lenders;
(vii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented Guarantors from the Guaranty (except as contemplated by the Guaranties to the Lenders,
(iiiSection 8.08) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(viiviii) amend or modify Section 2.09 without the consent rights or duties of each any Swingline Lender directly or any Issuing Bank, unless signed by such Swingline Lender or Issuing Bank; and adversely affected thereby; provided further provided, further, that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrowers may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrowers.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrowers and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) each Borrower shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01 or 3.02 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shallhereunder, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;; or
(vi) amend the definition of “Required this Section 9.01, unless signed by all Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrower.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrower and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Advances and other obligations under the Loan Documents due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) the Borrower shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor and no consent to any departure by Borrowers or any Loan Party Lenders therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or by Administrative Agent and BorrowerCollateral Agent, in each case, at the written request of the Required Lenders), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, thatthat no such waiver, amendment, or consent shall, unless in writing and signed by Borrowers, all the Lenders, Administrative Agent and Collateral Agent do any of the following:
(a) increase or extend the Commitment of any Lender;
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein, on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, or forgive, compromise, or cancel any of the Obligations;
(d) change the percentage of the Commitments that is required for the Lenders or any of them to take any action hereunder;
(e) amend this Section or any provision of the Agreement providing for consent or other action by all Lenders;
(f) release Collateral other than as permitted by Section 13.11, or subordinate any security interest or liens of Collateral Agent for the benefit of the Lenders;
(g) change the definition of "Required Lenders";
(h) release Borrowers from any Obligation for the payment of money, or agree to subordinate any of the Obligations in right of payment to any other Indebtedness;
(i) amend the provisions of Section 3.03;
(j) permit the sale of all or substantially all of the Capital Stock of Borrowers or any of its Subsidiaries (except to the extent necessary to effect a Disposition otherwise permitted hereunder);
(k) change the definition of the Borrowing Base or Availability; or
(l) amend any of the provisions of Article XIV; and, provided further, however, that (1) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all affect the rights or substantially all duties of the Collateral in Administrative Agent under this Agreement or any transaction or series of related transactions other Loan Document, (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b2) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such actionCollateral Agent, affect the rights or duties of such Collateral Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amendedDocument, supplemented and waived with the consent (3) each of the Administrative Lenders is hereby deemed to have instructed the Collateral Agent and Borrower (A) to release its Liens as to the property which is the subject of any asset sale, assignment or other disposition of property or assets which is permitted hereunder without the need to obtain the any further consent of any Lender, and (B) to take such other Lender if actions as are necessary or desirable to facilitate any such disposition. The foregoing notwithstanding, any amendment, supplement modification, waiver, consent, termination, or waiver is delivered in order release of or with respect to (i) cure ambiguities, omissions, mistakes Article XIII shall not require the consent by or defects or (ii) to cause the agreement of any Collateral Document to be consistent with this Agreement and the other Loan DocumentsParty.
Appears in 1 contract
Sources: Credit Agreement (Avado Brands Inc)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, in the case of any such amendment, waiver or consent of or in respect of this Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
following: (i) waive any of the conditions specified in Section 3.01 or 3.02, (ii) increase the Commitment of any Lender or subject any Lender to any additional obligations, (iii) reduce, or waive the payment of, the principal of, or interest on, the Advances, reimbursement obligations in respect of LC Disbursements, or any fees or other amounts payable to the Lenders ratably hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the Advances, reimbursement obligations in respect of LC Disbursements, or any fees or other amounts payable to the Lenders ratably hereunder, (v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) releasethis Agreement, or subordinate the Administrative Agent’s Liens in(vi) amend, all waive, or substantially all of the Collateral in any transaction way modify or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend suspend any provision requiring the pro rata application of payments or of Section 2.14 or of this Section 10.01;
(b) 8.01; provided further, that no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentaffected thereby, waiver reduce, waive or consent:
(i) increase postpone the Commitments date of a Lender without the consent payment of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium any amount payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lendersfurther, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
that (viiA) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent and each Issuing Bank in addition to the Lenders required above hereinabove to take such action, affect the rights or duties of such Administrative Agent or each Issuing Bank under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01Agreement, (B) this Agreement and any other Loan Document may be amended, supplemented amended and waived with the consent of the Administrative Agent and Borrower restated without the need to obtain the consent of any other Lender if Lender, the Administrative Agent or any Issuing Bank if, upon giving effect to such amendmentamendment and restatement, supplement such Lender, Administrative Agent or waiver is delivered in order such Issuing Bank, as the case may be, shall no longer be a party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender, the Administrative Agent or such Issuing Bank, as the case may be, and (C) any Issuing Bank may be appointed and may resign pursuant to Section 7.07, and the other Loan DocumentsLC Commitment of any Issuing Bank may be increased or decreased pursuant to a written agreement between the Borrower and such Issuing Bank, a copy of which shall be delivered to the Administrative Agent, in each case, without the consent of any Lender.
Appears in 1 contract
Amendments, Etc. (a) No amendment or waiver of any provision of this AgreementAgreement or of any Note, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and Borrower(and, if the rights or duties of any Agent or the Issuing Bank are affected thereby, by such Agent or the Issuing Bank, as the case may be), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no such -------- ------- amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any timefollowing:
(ia) waive any of the conditions specified in Article III,
(b) change the number percentage of Lenders the Lender Shares or the percentage of (x) any of the Term Loan Commitments or (y) Revolving Facility Commitments or of the aggregate unpaid principal amount of Loans thatthe Notes, in each caseor the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”)hereunder,
(iic) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein)amend this Section 8.01, or
(ivd) amend any provision change the definition of this Section 10.01;
(b) Majority Lenders; and provided further -------- ------- that no such amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentall Lenders with Term Loan Commitments, waiver or consentdo any of the following:
(i) increase any of the Term Loan Commitments of a Lender without the consent of or subject such Lender;Lenders to any additional obligations,
(ii) reduce the principal of, the interest rate or stated rate of accrued interest on, or stated premium payable on, the Loans owed to a Lender Term Loan Advances or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive under any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;Loan Document,
(iii) postpone any date scheduled for any payment of principal of, the Term Loan Termination Date or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of interest or fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party respect of any of its rights Term Loan Advance; and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no such amendment, waiver or consent shall, unless in -------- ------- writing and signed by an Agent in addition to the all Lenders required above to take such actionwith Revolving Facility Commitments, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and do any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents.following:
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party Borrower or Kraft Foods therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (including Defaulting Lenders) affected thereby, do any of the following: (a) waive any of the conditions specified in Sections 3.01, 3.02 and 3.03 (it being understood and agreed that any waiver or amendment of a representation, warranty, covenant, Default or Event of Default shall not constitute a waiver of any condition specified in Section 3.01, 3.02 or 3.03 unless the amendment or waiver so provides), (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or the amount or rate of interest on, the Pro Rata Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Pro Rata Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Pro Rata Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) release Kraft Foods from any of its obligations under Article VIII, (g) change Section 2.16 in a manner that would alter the pro rata sharing of payments required thereby (other than to extend the Termination Date applicable to the Advances and Commitments of consenting Lenders and to compensate such Lenders for consenting to such extension; provided that (i) no amendment permitted by this parenthetical shall reduce the amount of or defer any payment of principal, interest or fees to non-extending Lenders or otherwise adversely affect the rights of non-extending Lenders under this Agreement and (ii) the opportunity to agree to such extension and receive such compensation shall be offered on equal terms to all the Lenders) or (h) amend this Section 9.01; provided further that no waiver of the conditions specified in Section 3.04 in connection with any Competitive Bid Borrowing shall be effective unless consented to by all Lenders making Competitive Bid Advances as part of such Competitive Bid Borrowing; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, and (y) this Agreement and any other Loan Document may be amended, supplemented and waived amended with the written consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendmentAgent, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement Kraft Foods and the other Loan DocumentsAugmenting Lenders pursuant to Section 2.18.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any Notes, nor consent to any departure by the Company or any Loan Party other Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01 or Section 3.02, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) reduce or limit the obligations of the Company under Section 7.01 or release or otherwise limit the Company’s liability with respect to its obligations under Article VII or (g) amend the definition of “Required Lenders” or this Section 9.01; provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01any Note, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) no amendment, waiver or consent of Section 9.07(f) shall, unless in writing and signed by each Lender that has granted a funding option to cause any Collateral Document an SPC in addition to be consistent with the Lenders required above to take such action, affect the rights or duties of such Lender or SPC under this Agreement or any Note; (iii) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank in addition to the other Loan DocumentsLenders required above to take such action, adversely affect the rights or obligations of the Swing Line Banks in their capacities as such under this Agreement; and (iv) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Interpublic Group of Companies, Inc.)
Amendments, Etc. No Subject to Section 2.16, no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and and, in the case of an amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) provided that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive or amend any time:
of the conditions specified in Sections 3.01 or 3.02, (ib) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, any Loan or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, any Loan or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Loans, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to or the definition of “Required Majority Lenders”),
, (iif) release one amend this Section 8.01 or more Guarantors (g) waive or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver regarding pro rata sharing or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent otherwise relates to the assignment or transfer by any Loan Party distribution of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder payments among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lendersfurther, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing or any other provision of this Agreement, in the event that the terms of this Agreement are required to be modified as specified in the applicable provisions of the Arrangers Fee Letter, then this Agreement shall be deemed modified (to the contrary contained extent not adverse to the Lenders) in this Section 10.01accordance therewith, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of effective immediately upon written notice thereof being given by the Administrative Agent to the Borrower and Borrower the Lenders and without the need to obtain the consent of requiring any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document action to be consistent with this Agreement and the other Loan Documentstaken hereunder.
Appears in 1 contract
Sources: 364 Day Bridge Term Loan Agreement (Baltimore Gas & Electric Co)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document (other than the Competitive Bid Notes), nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following: (a) waive any of the conditions specified below for such amendmentin Section 3.01, waiver or consent:
(ib) increase the Revolving Credit Commitments of a Lender without the consent of such Lender;
, (iic) reduce the principal of, or stated rate of interest on, or stated premium payable onthe Revolving Credit Advances, the Loans owed to a Lender Swing Line Advances or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiid) postpone any date scheduled fixed for any payment of principal of, or interest on, the LoansRevolving Credit Advances or Swing Line Advances or any fees or other amounts payable hereunder, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(ve) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans outstanding under of the Facility aggregate unpaid principal amount of the Revolving Credit Advances, or otherwise change any provision requiring the pro rata distributions hereunder among number of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, (vif) waive the requirement of Section 2.06(a) that the reductions of Commitments be applied ratably or (g) amend the definition of “Required Lenders” or “Pro Rata Share”this Section 9.01; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything Swing Line Bank in addition to the contrary contained Lenders required above to take such action, adversely affect the rights or obligations of the Swing Line Bank in this Section 10.01, its capacities as such under this Agreement and any other Loan Document may be amended(z) no amendment, supplemented waiver or consent shall, unless in writing and waived with signed by the consent Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if Issuing Banks in their capacities as such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with under this Agreement and the other Loan DocumentsAgreement.
Appears in 1 contract
Amendments, Etc. No Subject to Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver in the case of clause (i), (v) or consent:
(vi) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an Agent the Administrative Agent, the Swingline Lender or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, the Swingline Lender or such Agent LC Issuing Bank, as the case may be, under this Agreement Agreement, and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, the Swingline Lender, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate upon the effectiveness of any other such amendment (but such Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document LC Issuing Bank shall continue to be consistent entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Lender or LC Issuing Bank shall have received payment of an amount equal to the outstanding principal of its Loans, any participations in Swingline Loans funded pursuant to Section 2.03(c) and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with this Agreement all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.
Appears in 1 contract
Amendments, Etc. No Subject to Section 2.05(c) and 2.18, no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Borrower and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(ia) waive any of the conditions specified in Section 3.01, unless signed by each Lender directly and adversely affected thereby:
(b) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(c) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of , unless signed by all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(bf) amend this Section 8.01, unless signed by all Lenders; and
(g) amend or waive any of the provisions of Section 2.15 or 2.19(c), unless signed by each Lender directly and adversely affected thereby. and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the any other Loan DocumentsDocument; (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iii) any amendment or waiver with respect to Section 8.16 shall require the consent of any Lender that is an Affected Financial Institution. Notwithstanding anything to the contrary contained in this Section 10.01herein, this Agreement no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any other Loan Document amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be amended, supplemented and waived effected with the consent of the Administrative Agent applicable Lenders other than Defaulting Lenders), except (x) to the extent set forth in Section 2.19(a)(ii) and Borrower without the need to obtain (y) that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other Lender if affected Lenders shall require the consent of such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsDefaulting Lender.
Appears in 1 contract
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 2.09 without 7.09 hereof, or, prior to the consent Collateral Release, change any provision of each Lender directly the General and adversely affected therebyRefunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything Prior to the contrary contained in this Section 10.01Collateral Release, this Agreement the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other Loan Document may be amended, supplemented modification of the General and waived with Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate (but such Non- Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender or waiver is delivered LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in order Letters of Credit funded pursuant to (i) cure ambiguitiesSection 2.04(e), omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 1 contract
Amendments, Etc. No Subject to Section 2.12(d) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement and (y) no amendment, waiver or the other Loan Documents. Notwithstanding anything to the contrary contained consent shall, unless in this Section 10.01, this Agreement writing and any other Loan Document may be amended, supplemented and waived with the consent of signed by the Administrative Agent and Borrower without the need Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender shall terminate (but such Non-Consenting Lender shall continue to obtain be entitled to the consent benefits of any other Lender if Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, supplement and such Non-Consenting Lender shall have received or waiver is delivered in order shall at the time of such termination receive payment of an amount equal to (i) cure ambiguitiesthe outstanding principal of its Loans, omissionstogether with all applicable accrued interest thereon, mistakes or defects or (ii) accrued fees and all other amounts then payable to cause any Collateral Document to be consistent with this Agreement it hereunder and under the other Loan Documents.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only Jabil Credit Agreement 61 in the specific instance and for the specific purpose for which given; provided, however, that:
that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
following: (i) waive any of the conditions specified in Section 3.01, (ii) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
9.01; (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly and adversely affected thereby (and without the consent of the Required Lenders), waiver or consent:
do any of the following: (i) increase or extend the Commitments of a Lender without the consent of such any Lender;
, (ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Advances or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled fixed for any payment of principal of, or interest on, the LoansAdvances or any fees or other amounts payable hereunder, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to release the assignment or transfer by any Loan Party of Company from any of its rights and obligations under any Loan Document;
Article VII, or (v) change extend the order expiration date of application or any prepayment Letter of Loans from Credit to a date later than the application thereof set forth in the applicable provisions of Section 2.03(elatest Termination Date; (c) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an applicable Revolving Credit Lenders owed at least a majority in interest of the then aggregate unpaid principal amount (based on the Equivalent in Dollars at such time) of the Revolving Credit Advances under the applicable Facility, or, if no such principal amount is then outstanding, Appropriate Lenders having at least a majority in interest of the applicable Revolving Credit Commitments (and without the consent of the Required Lenders) waive any of the conditions specified in Section 3.02 after the Effective Date with respect to such Facility, and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note; and (y) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the other Loan DocumentsLenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement. Notwithstanding anything to the contrary contained in this Section 10.01herein, this Agreement no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any other Loan Document amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be amended, supplemented and waived effected with the consent of the Administrative Agent and Borrower applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, nor amounts owing to such Lender reduced or the final maturity thereof extended, without the need to obtain the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other Lender if affected Lenders shall require the consent of such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsDefaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Jabil Inc)
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerAYE Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the AYE Lenders, do any of the following at any time:
: (i) waive any of the conditions specified in Section 3.01 or, in the case of the initial Borrowing or initial issuance of the Letter of Credit, Section 3.02, (ii) change the number of Lenders or the percentage of (xA) the Commitments or Commitments, (yB) the aggregate unpaid principal amount of Loans the Advances or (C) the Available Amount of the Letter of Credit that, in each case, shall be required for the AYE Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
hereunder, (iii) releaseamend this Section 8.01, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments Commitment of a any AYE Lender without the consent of such Lender;
or subject any AYE Lender to any additional obligation, (iiv) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Notes or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiivi) postpone any date scheduled for any payment of principal of, or interest on, the LoansNotes (including pursuant to Section 2.04, any date scheduled for payment 2.06 or for 2.07) or any date fixed for any payment of fees or other amounts payable hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without limit the liability of any Borrower under any of the AYE Loan Documents; provided that no amendment, waiver or consent shall, unless in writing and signed by the AYE Issuing Bank, in addition to the AYE Lenders required above to take such action, affect the rights or obligations of each Lender directly and adversely affected therebythe AYE Issuing Bank under this Agreement; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the AYE Lender Agent in addition to the AYE Lenders required above to take such action, affect the rights or duties of such the AYE Lender Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other AYE Loan Documents.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the LendersLenders affected thereby, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01, (ib) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or rate of interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Outstanding Credit Exposures, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to including, without limitation, amending the definition of “Required Lenders”),
, (iif) release one extend the expiry date of any Facility LC to a date after the Termination Date or more Guarantors forgive all or any portion of any Reimbursement Obligation, (g) alter the manner in which payments or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and prepayments of principal, interest or other amounts hereunder shall be applied or shared as among the Lenders under the Guaranties) if such release or limitation is in respect Types of all or substantially all of the value represented by the Guaranties to the Lenders,
Revolving Credit Advances, (iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivh) amend any provision provisions hereunder relating to the pro rata treatment of this Section 10.01;
(b) no amendmentthe Lenders, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with amend this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights 8.01; and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything applicable LC Issuer in addition to the contrary contained in this Section 10.01Lenders required above to take such action, affect the rights and duties of such LC Issuer under this Agreement or any Facility LC; and any other Loan Document may be amendedprovided further that no amendments, supplemented and waived with consents or waivers are required to effectuate the consent of the Administrative Agent and Borrower without the need increases in Commitments pursuant to obtain the consent of any other Lender if Section 2.04(c) except as provided in such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan DocumentsSection.
Appears in 1 contract
Sources: Credit Agreement (Dte Energy Co)
Amendments, Etc. No Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendmentdirectly affected thereby (other than, waiver or consent:
in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments of a Lender without the consent of such Lender;
(iiexcept pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or stated rate of interest on, or stated premium payable onrate of interest applicable to, the outstanding Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendmenthereunder, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiiv) postpone any date scheduled fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any date scheduled for payment fees or for any date fixed for any payment of fees hereunder in each case other amounts payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
hereunder, (v) change the order definition of application Required Lenders or any prepayment of Loans from change the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority percentage of the Commitments or Loans of the aggregate unpaid principal amount of the outstanding under Borrowings, or the Facility number or otherwise change any provision requiring the pro rata distributions hereunder among percentage of Lenders, that shall be required for the Lenders without all Lenders’ consent;
or any of them to take any action hereunder, or (vi) amend or waive this Section
8.01 or any provision of this Agreement that requires pro rata treatment of the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such Agent LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan DocumentsAdministrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, any provision of this Agreement and any other Loan Document may be amendedamended by an agreement in writing entered into by the Borrower, supplemented the Required Lenders and waived with the consent of the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and Borrower without the need obligations of each LC Issuing Bank not consenting to obtain the consent amendment provided for therein shall terminate upon the effectiveness of any other such amendment (but such Non-Consenting Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document LC Issuing Bank shall continue to be consistent entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Non-Consenting Lender or LC Issuing Bank shall have received or at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with this Agreement all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor Agreement or consent to any departure by any Loan Party therefrom, of the Seller or any Affiliate thereof shall in any event be effective unless the same shall be in a writing and signed by the Administrative Agent and the Required Lenders and BorrowerPurchasers (and, in the case of any amendment, also signed by the Seller), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that (aA) no amendment, waiver or consent shall, unless in writing and signed by all the Servicer, affect the rights or duties of the Lenders, do any of the following at any time:
Servicer under this Agreement; and (i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(bB) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and each Lender specified below for such amendment, waiver or consentPurchaser:
(i) change (directly or indirectly) the definitions of, Capital Coverage Amount Deficit, Defaulted Receivable, Delinquent Receivable, Eligible Receivable, Eligible Credit Insurance, Facility Limit, Final Maturity Date, Net Receivables Pool Balance or Total Reserves contained in this Agreement, or increase the Commitments then existing Concentration Percentage for any Obligor or change the calculation of a Lender without the consent of such LenderCapital Coverage Amount;
(ii) reduce the principal of, amount of Capital or stated rate Yield that is payable on account of interest on, any Investment or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant respect to any amendment, waiver other Investment or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive delay any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicablescheduled date for payment thereof;
(iii) postpone change any date scheduled for any payment Event of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such LenderDefault;
(iv) consent to release all or a material portion of the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan DocumentSupporting Assets from the Administrative Agent’s security interest created hereunder;
(v) change release the order Performance Guarantor from any of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding its obligations under the Facility Performance Guaranty or otherwise change any provision requiring terminate the pro rata distributions hereunder among the Lenders without all Lenders’ consentPerformance Guaranty;
(vi) amend change any of the provisions of this Section 12.01 or the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata SharePurchasers”; or
(vii) modify change the order of priority in which Collections are applied pursuant to Section 2.09 without 3.01(a). Notwithstanding the consent of each Lender directly and adversely affected thereby; provided further that foregoing, (A) no amendment, waiver or consent shall increase any Purchaser’s Commitment hereunder without the consent of such Purchaser, (B) no amendment, waiver or consent shall reduce any Fees payable by the Seller to any Purchaser or delay the dates on which any such Fees are payable, in either case, without the consent of such Purchaser, and (C) no Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Defaulting Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser disproportionately adversely relative to other affected Purchasers shall require the consent of such Defaulting Purchaser. In addition, notwithstanding the foregoing, (a) with the consent of the Seller, the Administrative Agent may amend, modify or supplement this Agreement without the consent of any Purchaser or the Required Purchasers in order to correct or cure any ambiguity, inconsistency or defect or correct any typographical or ministerial error in this Agreement (provided that any such amendment, modification or supplement shall not be materially adverse to the interests of the Purchasers taken as a whole), and (b) without the consent of any Purchaser or the Seller, within a reasonable time after (x) the effective date of any increase or addition to, extension of or decrease from, the Facility Limit, or (y) any assignment by any Purchaser of some or all of its Commitment, the Administrative Agent shall, unless in writing and signed by an Agent in addition is hereby authorized to, revise Schedule I to reflect such change, whereupon such revised Schedule I shall replace the Lenders required above to take such actionold Schedule I and become part of this Agreement. In addition, affect notwithstanding the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, this Agreement and any other Loan Document Schedule IV hereto may be amended, amended and restated, supplemented or otherwise modified from time to time with the consent of the Servicer and waived the Required Purchasers or the Servicer and the Administrative Agent with the consent of the Required Purchasers; provided that (i) if a Sustainability Recalculation Transaction occurs, Servicer shall, in good faith, recalculate the baseline year methane emissions intensity set forth in Schedule IV for the Sustainability Performance Target for the Methane Emissions KPI as if the relevant Sustainability Recalculation Transaction had occurred on January 1, 2024, which recalculation shall supplement Schedule IV and be effective upon delivery of written notice by Servicer to Administrative Agent, which notice shall include reasonably detailed information supporting such recalculation (it being understood and agreed that (w) Servicer shall not be required to make any such recalculation to the extent, and for so long as Servicer determines in good faith that it does not have sufficient information to do so, (x) such recalculation shall only be made with respect to assets owned and operated by Servicer and its Subsidiaries, (y) any assets not included in such recalculation will not be included in measuring the Sustainability Performance Target for the Methane Emissions KPI in any future period and (z) the target percentage of cumulative reduction in methane emissions intensity relative to the baseline for any year shall remain the same, but shall be measured against such recalculated baseline), or (ii) Servicer (acting reasonably) determines that, as a result of events beyond its reasonable control (including, without limitation, any future government authority directions applicable to government-related entities in the U.S. or in other jurisdictions in which Servicer and its Subsidiaries operate, changes in law or regulations, actions by a public authority, fire, natural disaster and/or other events that disrupt business continuity), it is (x) prevented, hindered or delayed or (y) assisted in fulfilling its performance requirements in respect of anythe Methane Emissions KPI Metric, then, in either case of this clause (ii), (1) Servicer and the Administrative Agent shall negotiate in good faith to amend, supplement or otherwise modify Schedule IV including, in the case of clause (ii), to replace anythe Methane Emissions KPI Metric included in Schedule IV affected by such circumstances and (2) such amendment, supplement or other modification shall be posted to the Purchasers and shall become effective with the consent of the Administrative Agent and Borrower without five (5) Business Days after posting thereof, unless the need Required Purchasers object in writing to obtain the consent of any other Lender if such amendment, modification or supplement or waiver is delivered within such five (5) Business Day period; provided that, in order to either case of the foregoing clause (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and no such amendment, modification or supplement shall modify the other Loan Documentspercentages for the Sustainability Fee Adjustment or the Sustainability Rate Adjustment, unless the requisite consents have been obtained as required by Section 12.01.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Kinetik Holdings Inc.)
Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by any a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrowerthe Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenderswriting, do any of the following at any timefollowing:
(i) waive any of the conditions specified in Section 3.01, 3.02 or 3.03 unless signed by each Lender directly and adversely affected thereby;
(ii) increase or extend the Commitments of a Lender or subject a Lender to any additional obligations, unless signed by such Lender;
(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees hereunder are calculated or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Interest” or to waive any obligation of the Borrowers to pay Default Interest;
(iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans the Advances, or the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shallhereunder, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required this Section 9.01, unless signed by all Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without release the consent of each Lender directly Guarantor from the Guaranty, unless signed by all Lenders; and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Administrative Agent under this Agreement or the other Loan DocumentsAgreement. Notwithstanding anything the foregoing, the Administrative Agent and the Borrowers may amend any Loan Document to the contrary contained in this Section 10.01correct any errors, this Agreement mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any further consent of any other party to such Loan Document may be amendedother than the Administrative Agent and the Borrowers.
(b) If, supplemented in connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and waived with adversely affected thereby,” the consent of the Administrative Agent and Borrower without the need to obtain Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any other such Lender if whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such amendmentreplacement, supplement or waiver is delivered in order to (i) cure ambiguitiesanother bank or other entity (which is reasonably satisfactory to the Borrowers and the Administrative Agent) shall agree, omissionsas of such date, mistakes or defects or to purchase at par for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) the Borrowers shall pay to cause such Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers to and including the date of termination. A Lender shall not be required to make any Collateral Document such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to be consistent with this Agreement require such assignment and the other Loan Documentsdelegation cease to apply.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and (with respect to amendments) the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
following: (i) waive any of the conditions specified in Section 3.01, (ii) change the number of Lenders or the percentage of (x) the Revolving Credit Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
8.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender specified below for that has a Commitment under the Revolving Credit Facility or Term Facility if such Lender is directly affected by such amendment, waiver or consent:
, (i) other than as provided in Section 2.18, increase the Commitments of a Lender without the consent of such Lender;
Lenders (ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender Advances or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iiiii) postpone any date scheduled fixed for any payment of principal of, or interest on, the Loans, Advances or any date scheduled for payment fees or for any date fixed for any payment of fees other amounts payable hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights ; and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by an the Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note and (y) no amendment, waiver or consent shall, unless in writing and signed by the other Loan Documents. Notwithstanding anything Issuing Banks in addition to the contrary contained in this Section 10.01Lenders required above to take such action, this Agreement and any other Loan Document may be amended, supplemented and waived with adversely affect the consent rights or obligations of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with Issuing Banks under this Agreement and the other Loan DocumentsAgreement.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or any other Loan Document, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borroweracknowledged by the Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, thatthat no amendment, waiver or consent shall, unless in writing and signed by (or consented to by) each Lender affected thereby, do any of the following:
(a) waive any of the conditions specified in Section 3.01;
(b) increase or extend the Revolving Credit Commitments of such Lender;
(c) reduce the principal of, or rate of interest on, the Revolving Credit Advances, the Term Advances, the Letters of Credit, the Swing Line Advances or any fees or other amounts payable hereunder;
(d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder;
(e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder;
(f) Reserved;
(g) other than pursuant to the terms of the Subsidiary Guarantees, release the Subsidiary Guarantors (or otherwise limit such Subsidiary Guarantors’ liability with respect to the obligations owing to the Agent and the Lenders under the Subsidiary Guaranties) if such release or limitation is in respect of substantially all of the value of the Subsidiary Guaranties to the Agent and the Lenders;
(h) release all or substantially all of the Collateral in any transaction or series of related transactions;
(i) release the Company (or otherwise limit the Company’s liability with respect to the obligations of the Borrowers) from its guaranty set forth in Article VII hereof; or
(j) amend this Section 9.01 or the definition of “Required Lenders”; and provided further that (w) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note, (x) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Swing Line Bank in its capacities as such under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under this Agreement and (z) the consent of Lenders having at least a majority (based on the Equivalent in Dollars at such time) in interest of a Facility shall be required with respect to any amendment or waiver that by its terms adversely affects the rights of Lenders under such Facility in respect of payments hereunder in a manner different than such amendment or waiver affects other Facilities. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding the foregoing, in addition to any credit extensions and related incremental amendment agreements effectuated without the consent of Lenders in accordance with Section 2.04(b), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agent and the Company (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan DocumentsDocuments with the Advances hereunder and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new loans. Notwithstanding In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Agent, the Company and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all outstanding Term A Advances, all outstanding CDN Term A Advances, all outstanding JPY Term A-1 Advances, all outstanding Euro Term A Advances, all outstanding Sterling Term A Advances, all outstanding Brazilian Term A Advances or all outstanding Short Term A Advances (“Replaced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Replaced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Replaced Term Loans at the time of such refinancing, and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or no less favorable to the Lenders providing such Replacement Term Loans taken as a whole than, those applicable to such Replaced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Advances as applicable in effect immediately prior to such refinancing. Furthermore, and notwithstanding anything else to the contrary contained in this Section 10.019.01, (i) if the Agent and the Company shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of this Agreement and or any other Loan Document may be amendedDocument, supplemented and waived with then the consent of the Administrative Agent and Borrower without the need Company shall be permitted to obtain the consent of any other Lender if amend such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or provision and (ii) the Agent and the Company shall be permitted to cause amend any provision of any Collateral Document to be consistent with better implement the intentions of this Agreement and the other Loan Documents, and in each case, such amendments shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerMajority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at following: (a) waive any time:
of the conditions specified in Section 3.01 or 3.02, (ib) increase the Commitments of the Lenders (other than pursuant to Section 2.05(b)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the number of Lenders or the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Advances, in each case, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivf) amend any provision of or waive Section 2.16 or (g) amend this Section 10.01;
(b) no amendment8.01; and provided further, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an the Administrative Agent and the LC Issuing Banks in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent or the LC Issuing Banks under this Agreement, and Borrower provided further, that this Agreement may be amended and restated without the need to obtain the consent of any other Lender if Lender, any LC Issuing Bank or the Administrative Agent if, upon giving effect to such amendmentamendment and restatement, supplement such Lender, such LC Issuing Bank or waiver is delivered in order the Administrative Agent, as the case may be, shall no longer be a party to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, such LC Issuing Bank or the other Loan DocumentsAdministrative Agent, as the case may be.
Appears in 1 contract
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes, nor consent to any departure by any Loan Party the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each of the Lenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders other than as provided in Section 2.19, (c) reduce the principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances (other than Competitive Bid Advances) or any fees or other amounts payable hereunder other than as provided in Section 2.20, (e) change the percentage of the Revolving Credit Commitments, the aggregate Available Amount of outstanding Letters of Credit or of the aggregate unpaid principal amount of the Revolving Credit Advances that shall be required for the Lenders or any of them to take any action hereunder, (f) reduce or limit the obligations of any Guarantor under Section 1 of the Guaranty or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the obligations owing to the Agent and the Lenders (other than to the extent permitted under the Guaranty) or (g) amend this Section 8.01; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),
(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(iv) amend any provision of this Section 10.01;
(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or the other Loan Documents. Notwithstanding anything any Note, (y) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Bank, in addition to the contrary contained in this Section 10.01Lenders required above to take such action, this Agreement and any other Loan Document may be amended, supplemented and waived with affect the consent rights or obligations of the Administrative Agent Swing Line Banks in their capacities as such under this Agreement, and Borrower without the need to obtain the consent of any other Lender if such (z) no amendment, supplement waiver or waiver is delivered consent shall, unless in order writing and signed by the Issuing Banks in addition to (i) cure ambiguitiesthe Lenders required above to take such action, omissions, mistakes adversely affect the rights or defects or (ii) to cause any Collateral Document to be consistent with obligations of the Issuing Banks in their capacities as such under this Agreement and the other Loan DocumentsAgreement.
Appears in 1 contract
Sources: Credit Agreement (Office Depot Inc)
Amendments, Etc. No amendment or waiver of any provision of this AgreementAgreement or the Revolving Credit Notes or the Swing Line Notes, nor consent to any departure by any Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and BorrowerLenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
following: (i) change waive any of the number conditions specified in Section 3.01, (ii) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (iii) reduce the principal of, or interest on, the Revolving Credit Advances, the Swing Line Advances or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances, the Swing Line Advances or any fees or other amounts payable hereunder, (v) change the percentage of (x) the Commitments or (y) of the aggregate unpaid principal amount of Loans thatthe Extensions of Credit, in each caseor the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder hereunder, (including pursuant to any change to the definition of “Required Lenders”),
(iivi) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders Parent Borrower from its obligations under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,
(iii) releaseGuaranty, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or
(ivvii) amend any provision of this Section 10.01;
9.01, (b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:
(i) increase the Commitments of a Lender without the consent of such Lender;
(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;
(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;
(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;
(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;
(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or
(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby; provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such the Agent under this Agreement or any Note, (c) no amendment, waiver or consent shall, unless in writing and signed by each Swing Line Lender in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.04 or 2.05, (d) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Lender in addition to the Lenders required above to take such action, amend, modify or waive any provision of Section 2.06, (e) no amendment, waiver or consent shall, in writing and signed by each affected Lender in addition to the Lenders required above to take such action, require such Lender to fund any Extension of Credit in any currency other Loan Documentsthan Dollars or Euros and (f) this Section 9.01 shall not apply to changes in Commitments pursuant to Section 2.14, Section 2.15, Section 2.20, Section 2.21 or any other Section of this Agreement. Notwithstanding anything to the contrary contained in this Section 10.01foregoing, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent amended (A) to add any Foreign Subsidiary of the Administrative Parent Borrower as a Foreign Subsidiary Borrower upon execution and delivery by the Parent Borrower, such Foreign Subsidiary and the Agent of a Borrowing Subsidiary Agreement providing for such Subsidiary to become a Foreign Subsidiary Borrower and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (iiB) to cause remove any Collateral Document Subsidiary as a Foreign Subsidiary Borrower upon (x) written notice by the Parent Borrower and such Subsidiary to be consistent with this Agreement the Agent to such effect, (y) repayment in full of all outstanding Foreign Borrower Obligations of such Foreign Subsidiary Borrower and (z) the other Loan Documentsexpiration or termination (or cash collateralization in a manner satisfactory to the Agent) of all Letters of Credit issued for the account of such Foreign Subsidiary Borrower.
Appears in 1 contract
Sources: Credit Agreement (Monsanto Co /New/)