Amendments, Etc. Subject to Section 3.03(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; (b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender); (c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate; (d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
Appears in 5 contracts
Sources: Credit Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Company Borrower or the applicable Loan PartyGuarantor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release the Guaranty without the written consent of each Lender. and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 5 contracts
Sources: Credit Agreement (Safehold Inc.), Credit Agreement (Istar Inc.), Credit Agreement (Istar Inc.)
Amendments, Etc. Subject to Section 3.03(b), no (a) No amendment or waiver of any provision of this Agreement or any other Loan Documentthe Notes, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
: (a) waive any condition set forth of the conditions specified in Section 4.01(a) 3.01 without the written consent of each Lender;
all Lenders, (b) except as contemplated pursuant increase or, subject to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
, (c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to on, the last paragraph of this Section 10.01), any Loan Advances or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender all Lenders directly affected thereby; provided, however(d) postpone any date fixed for any payment of principal of, that only or interest on, the Advances or any fees or other amounts payable hereunder without the written consent of the Required all Lenders shall be necessary to amend directly affected thereby, (e) change the definition of “Default Rate” Required Lenders”, or 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 waive take any obligation action hereunder (including, without limitation, approval of the joinder of the Co-Borrower) without the written consent of all Lenders, (f) add any currencies to the definition of Committed Currencies without the written consent of all Lenders directly affected thereby, (g) increase the Co-Borrower Sublimit without the written consent of all Lenders directly affected thereby, (h) so long as any Designated Subsidiary is a Borrower hereunder, release the Company from its obligations under Section 7.01 without the written consent of all Lenders other than Defaulting Lenders or (i) amend this Section 9.01 without the written consent of all Lenders; and provided further that 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 the Agent under this Agreement or any Note.
(b) Any term or provision of this Section 9.01 to the contrary notwithstanding, if the Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of this Agreement, then the Agent and the Borrowers shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any Borrower other party to pay interest or Letter this Agreement so long as the Lenders shall have received prior written notice thereof and the Agent shall not have received, within two Business Days of Credit Fees at the Default Rate;date of such notice, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
Appears in 5 contracts
Sources: 364 Day Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)
Amendments, Etc. Subject to Section 3.03(b)(a) This Agreement, no amendment or waiver of the other Loan Documents and any provision of this Agreement hereof or any other Loan Documentthereof may not be waived, and no consent amended or modified except pursuant to any departure an agreement or agreements in writing entered into by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by Borrower and the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenLenders; provided, however, that no such amendmentagreement shall (i) decrease the principal amount of, waiver or consent shall:
(a) extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of a Facility Letter of Credit Obligation, or waive or excuse any condition set forth such payment or any part thereof, or decrease the rate of interest on any Loan or Facility Letter of Credit Obligation, in Section 4.01(a) each case without the prior written consent of each Lender to which such Loan or Facility Letter of Credit Obligation is owing, (ii) increase or extend the Commitment or decrease or extend the date for payment of any fees of any Lender without the prior written consent of such Lender, (iii) amend or modify any provision requiring pro rata treatment of the Lenders, the provisions of Section 9.07, Section 11.01 or the provisions of this Section or release all or substantially all of the value of the guarantees provide by the Guarantors or all or substantially all of the Collateral, without the prior written consent of each Lender;
, (biv) except as contemplated pursuant to waive, amend or modify any provision of Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) 2.19 without the prior written consent of such ▇▇▇▇▇▇ each Issuer or (v) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood and agreed that a waiver with the consent of any condition precedent set forth in Section 4.02 or the Required Lenders, additional extensions of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders Issuer (or any of themin their respective capacities as such) hereunder or under any other Loan Document without the prior written consent of each Lender entitled the Agent or such Issuer.
(b) The Agent and the Borrower may amend any Loan Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Document.
Appears in 4 contracts
Sources: Credit Agreement (Beazer Homes Usa Inc), Second Amended and Restated Credit Agreement (Beazer Homes Usa Inc), Credit Agreement (Beazer Homes Usa Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that
(a) no such amendment, waiver or consent shall:
(ai) amend or waive any condition set forth in Section 4.01(a) 4.02 without the written consent of each Lender;
(bii) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender)[reserved];
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(div) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (ivi) of the second final proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(vi) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;
(vii) release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral;
(viii) release the Borrower or the MLP without the consent of each Lender, or, except in connection with a transaction permitted under Section 7.04 or Section 7.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guarantied thereby, except to the extent such release is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, further, that notwithstanding anything to the contrary herein, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (ii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding anything to the contrary contained herein, (i) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower) 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), 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 (ii) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.03(c). Notwithstanding any provision herein to the contrary the Administrative Agent and the Borrower may (a) amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five 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 and (b) amend, modify or supplement any Collateral Document for purposes of correcting or supplementing descriptions of Collateral (including legal descriptions of real property) and to cause the Obligations to be secured thereby.
Appears in 4 contracts
Sources: Credit Agreement (Green Plains Inc.), Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by all of the Lenders and by the Borrower do any of the following:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without Document;
(c) reduce the written consent principal of, or the rate of each Lender entitled interest specified herein on, any Loan, or (subject to such paymentclause (iv) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial covenant used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan; provided, however, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” contained in Section 1.01 or to waive any obligation of the Company Borrower to pay interest at the Default Rate;
(d) reduce change (i) the Revolving Line of Credit Commitment Amount, (ii) the Term Commitment Amount or (iii) the percentage of the Aggregate Commitments or of the aggregate unpaid principal ofamount of the Loans which is required for the Lenders or any of them to take any action hereunder;
(e) change the Pro Rata Share or Voting Percentage of any Lender (other than in connection with an assignment effected pursuant to Section 10.07);
(f) amend this Section, or Section 2.11, or any provision herein providing for consent or other action by all the rate Lenders; or
(g) release (i) any Guarantor from its Guaranty or (ii) all or any substantial part of interest specified herein on the Collateral from any Lien in favor of the Collateral Agent or the Administrative Agent; provided further that (subject i) no amendment, waiver or consent shall, unless in writing and signed by the Documentation Agent or the Collateral Agent, as applicable, in addition to the last paragraph of this Section 10.01)Required Lenders or each directly-affected Lender, any Loan as the case may be, affect the rights or L/C Borrowing, or (subject to clause (iv) duties of the second proviso to Documentation Agent or the Collateral Agent, respectively, under this Section 10.01) any fees Agreement or other amounts payable hereunder or under any other Loan Document Document; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, any Lender that has a Voting Percentage of zero shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;such Lender.
Appears in 4 contracts
Sources: Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent or ratification of the Required Lenders or such other number or percentage of Lenders as may be specified herein) and the Company Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that (x) the Administrative Agent and the Borrowers may, howeverwith the consent of the other, that amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any Lender or any L/C Issuer and (y) no such amendment, waiver or consent shall:
(ai) (A) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each LenderLender or (B) without limiting the generality of the preceding clause (A), waive any condition set forth in Section 4.02 as to any Credit Event under the Facility (it being understood that the waiver of any Default or Event of Default or the amendment or waiver of any covenant or representation contained herein shall not constitute a waiver of any condition set forth in Section 4.01 or Section 4.02);
(bii) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Revolving Facility Commitment of any Lender (or reinstate any Revolving Facility Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;
(iv) reduce the principal of, or the rate of interest specified herein on, any Loan or Letter of Credit Borrowing, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such paymentamount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(v) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender (it being agreed that fees in connection with Permitted Amendments do not constitute non-pro rata payments under Sections 2.13 or 8.03);
(vi) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(vii) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Loan Party in compliance with Section 7.05 or released in compliance with Section 9.10(i) or (ii) or otherwise as expressly provided in the Loan Documents;
(viii) release all or substantially all of the value of the Guaranties, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranties is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone) or as otherwise expressly provided in the Loan Documents, or release any Borrower without the written consent of each Lender;
(ix) increase the advance rates set forth in the definition of Borrowing Base without the consent of each Lender; or
(x) except as otherwise set forth in the definitions of Eligible Accounts and Eligible Inventory, modify the eligibility criteria in respect of the Borrowing Base, or add new asset categories to the Borrowing Base, or otherwise cause the Borrowing Base availability under the Facility to be increased beyond the level permissible under this Agreement as then in effect, in each case without the written consent of each Lender, and provided, further, that: (i) no amendment, waiver or consent shall, unless in writing and signed by each applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Facility 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 any provision herein to the contrary, the Borrowers may, by written notice by the Parent Borrower to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Parent Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice) (or such shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans of those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). Each Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Revolving Facility Commitment of the Accepting Lenders. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Closing Date under Section 4.01. As used in this paragraph, “Permitted Amendments” shall be limited to (i) an extension of the final maturity date of the Loans of the Accepting Lenders (provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) a reduction, elimination or extension, of the scheduled amortization of the applicable Loans of the Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Rate and any provision establishing a minimum rate), premium, or other amount with respect to the applicable Loans of the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders (such change and/or payments to be in the form of cash, Stock or other property to the extent not prohibited by this Agreement) and (iv) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Parent Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Parent Borrower to be made pursuant thereto).
Appears in 4 contracts
Sources: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (ivii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company or any Borrower other Person to pay interest or Letter of Credit Fees at the Default Rate;
(e) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(f) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; or
(g) release all or substantially all the value of the Guaranty without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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.
Appears in 3 contracts
Sources: Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel Inc /De/)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Section 4.01(a) (iii) or (iv) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit L/C Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; and (iii) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 3 contracts
Sources: Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party Restricted Person therefrom, shall be effective unless in writing signed by the Required Majority Lenders and the Company Borrower or the applicable Loan PartyRestricted Person, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLC Obligation, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Leverage Level that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter letter of Credit Fees credit fees at the Default Rate;
(e) change Section 2.15 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) except as provided in Section 9.10, release all or substantially all of the Guarantors from the Guaranty without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuer in addition to the Lenders required above, affect the rights or duties of the LC Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 3 contracts
Sources: Credit Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Energy Transfer Partners, L.P.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) (except pursuant to a reallocation of one or more Individual Currency Commitments of such Lender to its Core Currency Commitment pursuant to Section 2.06(b)) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebythereby (it being understood that any amendment or modification to the financial definitions in this Agreement or to the calculation of any financial covenant shall not constitute a reduction in the rate of interest or fees for the purposes of this clause (d), notwithstanding the fact that such amendment or modification actually results in such a reduction); provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) amend Section 1.06 or the definition of “Alternative Currency” or “Core Currency” or “Non-Core Currency” without the written consent of each Lender (except through the operation of Section 1.06 and the definitions “Core Currency” of “Non-Core Currency”, which provide for the inclusion of additional currencies pursuant to the terms thereof);
Appears in 3 contracts
Sources: Credit Agreement (Tiffany & Co), Five Year Credit Agreement (Tiffany & Co), Credit Agreement (Tiffany & Co)
Amendments, Etc. Subject to Section 3.03(b)the terms of the Intercreditor Agreement and Sections 2.14 and 2.17, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.029.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 5.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment of principalprincipal (excluding mandatory prepayments), interest, fees fees, premiums or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly and adversely affected thereby;
(dc) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, Credit Extension or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(d) change Section 2.06(c), Section 2.13 or Section 9.03, in each case, in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) change any provision of this Section 11.01 or the definitions of “Required Lenders,” “Required ETMC Lenders,” “Required Legacy Lenders,” “Supermajority ETMC Lenders” or “Supermajority Legacy Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly and adversely affected thereby;
(f) except in connection with a Disposition permitted under Section 8.05 or as required by the Intercreditor Agreement or the Relative Rights Agreement, release or subordinate all or substantially all of the Collateral without the written consent of each Lender;
(g) release the Borrowers or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender;
(h) change Section 11.07 in any manner that would impose any additional restriction on the ability of the Lenders to assign their respective rights and obligations without the written consent of each Lender directly affected thereby;
(i) without the prior written consent of the Administrative Agent, the Supermajority ETMC Lenders and the Supermajority Legacy Lenders, change the definition of the term “Availability” or any component definition used therein if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased; provided that (x) any such change that would affect the ETMC Lenders but not directly affect the Legacy Lenders shall require solely the consent of the Administrative Agent and the Supermajority ETMC Lenders, and (y) any such change that would affect the Legacy Lenders but not directly affect the ETMC Lenders shall require solely the consent of the Administrative Agent and the Supermajority Legacy Lenders;
(j) without the prior written consent of the Administrative Agent and the Supermajority ETMC Lenders, change the definition of the term “ETMC Borrowing Base” or any component definition used therein (including, without limitation, the definition of “Eligible Account”) if, as a result thereof, the amounts available to be borrowed by the ETMC Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Borrowing Base Reserves or to add Accounts acquired in a Permitted Acquisition to the ETMC Borrowing Base as provided herein;
(k) without the prior written consent of the Administrative Agent and the Supermajority Legacy Lenders, change the definition of the term “Legacy Borrowing Base” or any component definition used therein (including, without limitation, the definition of “Eligible Account”) if, as a result thereof, the amounts available to be borrowed by the Legacy Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Borrowing Base Reserves or to add Accounts acquired in a Permitted Acquisition to the Legacy Borrowing Base as provided herein;
(l) amend, waive or otherwise modify any term or provision which directly affects the ETMC Lenders and does not directly affect the Legacy Lenders without the written consent of the Required ETMC Lenders; provided that the amendments, waivers and modifications described in this clause (l) shall not require the consent of any Legacy Lenders;
(m) amend, waive or otherwise modify any term or provision which directly affects the Legacy Lenders and does not directly affect the ETMC Lenders without the written consent of the Required Legacy Lenders; provided that the amendments, waivers and modifications described in this clause (m) shall not require the consent of any ETMC Lenders; or
(n) amend, waive or otherwise modify Section 2.6 of the Relative Rights Agreement or Section 2.17 hereof, in each case, without the written consent of each Legacy Lender. provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) no amendment, waiver or consent shall without the consent of the Lenders holding more than 50% of the outstanding Loans, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Loans on account of the mandatory prepayment provisions of clauses (ii) and (iii), inclusive, of Section 2.05(b) or the application provisions of Section 2.05(b)(ii) and (vi) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, after the occurrence of the Ventas Purchase Option Assignment, no amendment, waiver or consent shall, unless signed by the Required ETMC Lenders in addition to the other Lenders required above, affect the rights or duties of the ETMC Lenders. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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) this Agreement and the other Loan Documents may be amended to give effect to any Revolving Commitment Increase without the consent of the Lenders to the extent set forth in Section 2.14. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such ▇▇▇▇▇▇ sees fit on any bankruptcy reorganization plan that affects the Loans and (y) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended solely with the consent of the Administrative Agent and the Borrowers without the need to obtain the consent of any other Lender if such amendment is delivered in order to correct or cure (x) ambiguities, errors, omissions, defects, (y) to effect administrative changes of a technical or immaterial nature or (z) incorrect cross references or similar inaccuracies in this Agreement or the applicable Loan Document. The Collateral Documents and related documents executed in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrowers without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such Security Agreement or other document to be consistent with this Agreement and the other Loan Documents. Notwithstanding anything to the contrary in this Section 11.01, the Relative Rights Agreement may be amended in the manner set forth therein. Notwithstanding anything to the contrary in this Section 11.01, this Agreement and the other Loan Documents may be amended on the date the Ventas Purchase Option Assignment is consummated to affect the amendments contemplated by Section 2.17 with the consent of the Borrowers, the Administrative Agent and the Ventas Assignee; provided that no such amendments may directly affect the ETMC Lenders. No real property shall be taken as Collateral unless Lenders receive 45 days advance notice and each Lender confirms to the Administrative Agent that it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the Flood Laws or as otherwise satisfactory to such Lender. At any time that any real property constitutes Collateral, no modification of a Loan Document shall add, increase, renew or extend any loan, commitment or credit line hereunder until the completion of flood due diligence, documentation and coverage as required by the Flood Laws or as otherwise satisfactory to all Lenders.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party Restricted Person therefrom, shall be effective unless in writing signed by the Required Majority Lenders and the Company Borrower or the applicable Loan PartyRestricted Person, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a4.02(a) or (b) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLC Obligation, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Leverage Level that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter letter of Credit Fees credit fees at the Default Rate;
(e) change Section 2.15 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release all or substantially all of the Guarantors from the Guaranty or all or substantially all of the Collateral from the Collateral Documents, in each case without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the LC Issuer in addition to the Lenders required above, affect the rights or duties of the LC Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 3 contracts
Sources: Credit Agreement (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Equity, L.P.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the Company or any other Loan Party Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the Company or the applicable Loan Party, as the case may beBorrowers, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall:
shall be effective, unless (ai) in writing and signed by each Lender, to do any of the following: (1) increase the Revolving Credit Maximum Amount (except in accordance with Section 1.3) or any Lender's Revolving Loan Commitment, (2) reduce the principal of, or interest on, any amount payable hereunder, other than those payable only to Agent or Issuing Lender in its capacity as such, which may be reduced by Agent unilaterally, (3) decrease any interest rate payable hereunder, (4) postpone any date fixed for any payment of principal of, or interest on, any amounts payable hereunder, other than those payable only to Agent in its capacity as such, which may be postponed by Agent unilaterally, (5) increase any advance percentage contained in the definition of the term "Borrowing Base", (6) reduce the number of Lenders that shall be required for Lenders or any of them to take any action hereunder, (7) release or discharge any Person liable for the performance of any obligations of any Borrower hereunder or under any of the Loan Documents, (8) amend any provision of this Agreement that requires the consent of all Lenders or consent to or waive any condition set forth in breach thereof, (9) amend the definition of the term "Majority Lenders", (10) amend this Section 4.01(a12.2 or (11) without release any substantial portion of the written consent of each Lender;
(b) except as contemplated Collateral, unless otherwise permitted pursuant to Section 2.15 11.7 hereof; or (ii) in writing and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such signed by ▇▇▇▇▇▇▇ (it being understood and agreed that a waiver ▇▇▇▇▇▇ in addition to the Lenders required above to affect the rights or duties of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by Issuing Lender under this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due (iii) in writing and signed by Agent in addition to the Lenders (required above to affect the rights or any duties of them) hereunder Agent under this Agreement or under any other Loan Document without Document. If a fee is to be paid by Borrowers in connection with any waiver or amendment hereunder, the written consent agreement evidencing such amendment or waiver may, at the discretion of each Lender entitled to such payment; providedAgent (but shall not be required to), however, provide that only the consent of the Required Lenders executing such agreement by a specified date may share in such fee (and in such case, such fee shall be necessary to amend divided among the definition of “Default Rate” or to waive any obligation of applicable Lenders on a pro rata basis without including the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation interests of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Lenders who have not timely executed such agreement).
Appears in 3 contracts
Sources: Loan and Security Agreement (Century Aluminum Co), Loan and Security Agreement (Century Aluminum Co), Loan and Security Agreement (Century Aluminum Co)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Documentthe Notes (if any), and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
, unless in writing and signed by the relevant Lenders, do any of the following: (a) waive any condition set forth of the conditions specified in Section 4.01(a) 3.01, without the written consent of each any affected Lender;
, (b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any affected Lender);
, (c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or interest on, the rate of interest specified herein on Notes (subject to the last paragraph of this Section 10.01), any Loan if any) or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder to such Lender, (d) postpone any date fixed for any payment of principal of, or under interest on, the Notes (if any) or any fees or other Loan Document amounts payable hereunder to such Lender, (e) change the percentage of the Commitments or the aggregate unpaid principal amount of the Notes (if any), the number of Lenders, or the Available Amount of outstanding Letters of Credit, that shall be required for the Lenders or any of them to take any action hereunder without the consent of all Lenders, (f) amend Section 2.18 in a manner that would alter pro rata sharing of payments required thereby or this Section 8.01 without the consent of all Lenders, or (g) amend, modify or waive any provision of Section 2.04 in a manner that adversely affects any Swingline Lender without the written consent of each the then Swingline Lender directly affected therebyor Swingline Lenders; providedand provided further that no amendment, howeverwaiver or consent shall, that only unless in writing and signed by the consent Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Required Lenders shall be necessary to amend the definition of “Default Rate” Administrative Agent under this Agreement or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Note.
Appears in 3 contracts
Sources: Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Resources Corp)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.182.14, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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) or any mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan Loan, or L/C Borrowing, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) modify the pro rata distribution of payments, proceeds, or fees payable to Lenders under this Agreement without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (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 (z) Section 2.13 and Section 8.03 may not be changed in a manner that would alter the pro rata sharing of payments required thereby, in each case without the consent of such Lender.
Appears in 3 contracts
Sources: Credit Agreement (Sonoco Products Co), Credit Agreement (Sonoco Products Co), Credit Agreement (Sonoco Products Co)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party or Petro therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan PartyParty or Petro, as the case may be, and acknowledged by the Administrative AgentAgents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a5.01(a) without the written consent of each Lender, except as may be agreed to by the Agents in connection with any post-closing agreement which has been disclosed or delivered to the Lenders;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.029.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 5.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principalprincipal (including mandatory prepayments required by Section 2.05), interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(e) change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(f) change any provision of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender;
(g) except in connection with a Disposition permitted under Section 8.05, release all or any material portion of the Collateral without the written consent of each Lender; providedor
(h) release the Borrower or, howeverexcept in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, any of the Guarantors from its or their obligations under the Loan Documents without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by such Agent in addition to the Lenders required above, affect the rights or duties of either Agent under this Agreement or any other Loan Document; and (iii) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (A) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (B) the Required Lenders shall determine whether or not to allow a Loan Party or Petro to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be necessary to amend binding on all of the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Lenders.
Appears in 3 contracts
Sources: Credit Agreement (Petro Stopping Centers L P), Credit Agreement (Petro Stopping Centers Holdings Lp), Credit Agreement (Petro Financial Corp)
Amendments, Etc. Subject to Section 3.03(b), no ) above,
(a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower Agent or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cii) postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the delay or waiver of any mandatory prepayment) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document ), including the Maturity Date, in each case without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(diii) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the second proviso to this Section 10.01) reduce any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” (so long as such amendment does not result in the Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default RateRate or (B) to amend any financial covenant hereunder (or any defined term used therein);
(iv) change (i) Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby or (ii) Section 9.03, in each case without the written consent of each Lender directly affected thereby;
(v) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(vi) except as provided in Section 2.18, increase the Commitments without the written Consent of each Lender directly affected thereby;
(vii) release any material Borrower from this Agreement or any material Security Instrument to which it is a party without the written consent of each Lender, except to the extent such Borrower is the subject of a Disposition permitted by Section 8.05 (in which case such release may be made by the Administrative Agent pursuant to Section 10.10);
(viii) release, or subordinate the Administrative Agent’s Lien on, all or substantially all of the Collateral without the written consent of each Lender; or
(ix) [reserved]; or
(x) without the prior written consent of each Lender, impose any materially greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder.
(b) In addition to the foregoing, (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights, protections, immunities, privileges or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto; and (iii) the Administrative Agent and the Borrower Agent shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower Agent shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (i) to add one or more additional term loan facilities (each a “Supplemental Facility”) to this Agreement, in each case subject to the limitations in Section 2.18, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as approved by the Required Lenders, the Lenders providing such Supplemental Facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.
(d) If any Lender does not consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).
(e) No Loan Party will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender or its Affiliates as consideration for agreement by such Lender to any amendment, waiver, consent or release with respect to any Loan Document, unless such remuneration or value is concurrently paid, on the same terms, on a ratable basis to all Lenders providing their agreement. Notwithstanding the terms of this Agreement or any amendment, waiver, consent or release with respect to any Loan Document, Non-Consenting Lenders shall not be entitled to receive any fees or other compensation paid to the Lenders in connection with any amendment, waiver, consent or release approved in accordance with the terms of this Agreement by the Required Lenders.
(f) IN NO EVENT SHALL THE REQUIRED LENDERS, WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER, DIRECT THE ADMINISTRATIVE AGENT TO ACCELERATE AND DEMAND PAYMENT OF THE LOANS HELD BY ONE LENDER WITHOUT ACCELERATING AND DEMANDING PAYMENT OF ALL OTHER LOANS. EACH LENDER AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN ANY OF THE LOAN DOCUMENTS AND WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS, IT WILL NOT TAKE ANY LEGAL ACTION OR INSTITUTE ANY ACTION OR PROCEEDING AGAINST ANY LOAN PARTY WITH RESPECT TO ANY OF THE OBLIGATIONS OR COLLATERAL, OR ACCELERATE OR OTHERWISE ENFORCE ITS PORTION OF THE OBLIGATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO LENDER MAY EXERCISE ANY RIGHT THAT IT MIGHT OTHERWISE HAVE UNDER APPLICABLE LAW TO CREDIT BID AT FORECLOSURE SALES, UNIFORM COMMERCIAL CODE SALES OR OTHER SIMILAR SALES OR DISPOSITIONS OF ANY OF THE COLLATERAL EXCEPT AS AUTHORIZED BY THE REQUIRED LENDERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION OR ELSEWHERE HEREIN, EACH LENDER SHALL BE AUTHORIZED TO TAKE SUCH ACTION TO PRESERVE OR ENFORCE ITS RIGHTS AGAINST ANY LOAN PARTY WHERE A DEADLINE OR LIMITATION PERIOD IS OTHERWISE APPLICABLE AND WOULD, ABSENT THE TAKING OF SPECIFIED ACTION, BAR THE ENFORCEMENT OF OBLIGATIONS HELD BY SUCH LENDER AGAINST SUCH LOAN PARTY, INCLUDING THE FILING OF PROOFS OF CLAIM IN ANY INSOLVENCY PROCEEDING.
Appears in 3 contracts
Sources: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentCredit Document (other than L/C Issuer Documents to the extent permitted by Section 2.01(b)), and no consent to any departure by the Company or any other Loan Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Credit Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend the Maturity Date or increase the Commitment Credit-Linked Deposit of any Lender (or reinstate any Commitment obligation to make Credit Extensions terminated pursuant to Section 8.028.02 in which such Lender participates) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Credit Document (other than L/C Issuer Documents to the extent permitted by Section 2.01(b)) for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Credit Document (other than L/C Issuer Documents to the extent permitted by Section 2.01(b)) without the written consent of each Lender entitled directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Borrowing, or (subject to such paymentclause (iii) of the proviso below) any fees or other amounts payable hereunder or under any other Credit Document (other than L/C Issuer Documents to the extent permitted by Section 2.01(b)); provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate,” the amount of any increase in the Applicable Rate pursuant to the definition thereof during the existence of any Event of Default, or the interest rate applicable from time to time to Borrowings under Section 2.04(a)(ii), or to waive any obligation of the Company Co-Obligors to pay interest at the Default RateRate or at the rate set forth in Section 2.04(a)(ii), or to increase the Applicable Rate during the existence of an Event of Default;
(de) reduce change Section 2.08 or Section 8.03 in a manner that would alter the principal of, or the rate pro rata sharing of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document payments required thereby without the written consent of each Lender directly affected therebyLender;
(f) change any provision of this Section 10.01, or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) change the definitions of “Alternative Currency” without the consent of each Lender; providedor
(h) release the Company or any Subsidiary from any of the guaranteed obligations under any of the Guaranties without the written consent of each Lender; and, howeverprovided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, modify or waive any provision of Section 2.01(a) (including defined terms used therein) or otherwise affect the rights or duties of the L/C Issuers under this Agreement or any L/C Issuer Document relating to any Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (iii) the Fronting Fee Letters and the BAS/BofA Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto; and (iv) the Administrative Agent shall not agree to any amendment or waiver of any provision of any Allocation Agreement nor consent to any departure therefrom by any party unless the same shall be in writing and signed by the Administrative Agent for itself and on behalf of the Lenders at the direction or with the consent of the Required Lenders Lenders. Notwithstanding anything to the contrary in the foregoing Section 10.01, if the Credit Agreement is amended to exempt the Co-Obligors from the restrictions of Section 7.3(A) thereof, and provided that no Event of Default then exists and the Company delivers the notice and Officer’s Certificate discussed below, then effective upon delivery of such notice and Officer’s Certificate, Sections 7.07 and 7.11 of this Agreement will be deemed automatically modified to exempt Indebtedness of Co-Obligors. If the Credit Agreement is modified as described in the preceding sentence, the Company may deliver to each holder of Notes a notification of such amendment, and the resulting automatic amendment of Sections 7.07 and 7.11, which notice shall be necessary accompanied by an Officer’s Certificate certifying that (i) no Event of Default then exists and (ii) such Officer’s Certificate attaches a true and correct copy of the amendment to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Agreement referenced in such notice.
Appears in 3 contracts
Sources: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Amendments, Etc. (a) Subject to Section 3.03(b)3.03(c) and Section 3.06, no amendment or waiver of any provision of this Agreement may be modified, supplemented or any other Loan Documentwaived except by an instrument in writing duly executed by the Collateral Agent acting at the direction of the Required Voting Parties; provided, however, (i) no amendment, waiver or consent shall become effective without the prior written consent of the Required Voting Parties and no the Authorized Representative for the affected Series of Secured Obligations if such amendment, waiver or consent (w) has the effect of changing the definition of “Required Voting Parties”, the percentage or composition of Secured Parties required to vote on a matter or this clause (a)(i)(w)), (x) adversely affects the relative priority of payment due to any departure Secured Party under the Credit Documents, whether by way of enforcement or realization on Collateral or otherwise (including, without limitation, the Company priorities set forth in Section 4.05), (y) has the effect of changing Section 4.06, or (z) materially adversely affects any Series of Secured Obligations disproportionately as compared to other Loan Party therefromSeries of Secured Obligations, (ii) no amendment, waiver or consent that has the effect of changing the definition of “Unanimous Voting Parties” or Section 2.07(d) may be effectuated without the prior written consent of the Unanimous Voting Parties and (iii) no amendment, waiver or consent that affects the material rights and duties of the Borrower shall be effective without the prior written consent of the Borrower.
(b) No amendment waiver or consent (including, without limitation, any Intercreditor Vote) of Macquarie Affiliates in such Person’s capacity as a Lender or Participant (each a “Creditor Side Person”), shall be effective (x) except, with respect to Loans and Commitments not in excess of $50,000,000 in the aggregate at any time and (y) unless each such Person has in writing signed by place a Wall between such Creditor Side Person and any Persons authorized to take action on behalf of the Required Lenders Borrower (such Persons, “Borrower Side Persons”) such that information is not shared between a Creditor Side Person and the Company or the applicable Loan PartyBorrower Side Persons (other than on arm's-length, as the case may bethird party terms) and decisions of Creditor Side Persons are made, and acknowledged by actions taken, independent of considerations of Borrower Side Persons. Any such modification, supplement or waiver shall be for such period and subject to such conditions as shall be specified in the Administrative Agentinstrument effecting the same and shall be binding upon the Collateral Agent and each of the other parties hereto, and each any such waiver or consent shall be effective only in the specific instance and for the specific purpose purposes for which given; provided. For purposes hereof, however“Wall” shall mean with respect to any Creditor Side Person and Borrower Side Person, that no such amendmentPersons (1) do not have interlocking officers, waiver directors or consent shall:
employees, (a2) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 have separate offices and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of information systems such ▇▇▇▇▇▇ (it being understood and agreed that a waiver Creditor Side Person does not have access to non-public information in the possession of any condition precedent set forth in Section 4.02 a Borrower Side Person (and vice versa), and (3) have a formalized process or procedure prohibiting the disclosure of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due non-public information to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent Person. A Creditor Side Person shall provide reasonable evidence of the Required Lenders shall be necessary to amend Wall upon the definition reasonable request of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, a Secured Party or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Collateral Agent.
Appears in 3 contracts
Sources: Term Loan Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01, and, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) except without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as contemplated pursuant to Section 2.15 and Section 2.18any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cd) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of any Commitments hereunder or under any such other Loan Document without the written consent of each Lender entitled directly affected thereby (it being understood that any vote to such payment; provided, however, that rescind any acceleration of amounts owing with respect to the Loans and other Obligations under the Loan Documents shall only require the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default RateLenders);
(de) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second last proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(f) change (i) Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (ii) the order of application of any reduction in the Commitments from the application thereof set forth in the applicable provisions of Section 2.06(b) or 2.06(c), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the Term Facility, the Required Term Lenders and (y) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(g) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Revolving Credit Lender or amend Section 2.16(b) without the written consent of each Lender;
(h) subject to Sections 2.17 and 2.18, change (i) any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(h)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Term Lenders” without the written consent of each Lender under the applicable Facility;
(i) release the Company from the Company Guaranty or release all or substantially all of the value of the Subsidiary Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary Guarantor from the Subsidiary Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(j) release any Designated Borrower under this Agreement, without the written consent of each Lender, except to the extent such release is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(k) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (v) the Administrative Agent and the Company may effect any amendment to the Loan Documents to reflect terms applicable to any Incremental Term Loan as provided in Section 2.18(g) without the consent of any other Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 3 contracts
Sources: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent or ratification of the Required Lenders or such other number or percentage of Lenders as may be specified herein) and the Company Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that (x) the Administrative Agent and the Borrowers may, howeverwith the consent of the other, that amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any Lender or any L/C Issuer and (y) no such amendment, waiver or consent shall:
(ai) A) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each LenderLender or (B) without limiting the generality of the preceding clause (A), waive any condition set forth in Section 4.02 as to any Credit Event under the Facility (it being understood that the waiver of any Default or Event of Default or the amendment or waiver of any covenant or representation contained herein shall not constitute a waiver of any condition set forth in Section 4.01 or Section 4.02);
(bii) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Revolving Facility Commitment of any Lender (or reinstate any Revolving Facility Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;
(iv) reduce the principal of, or the rate of interest specified herein on, any Loan or Letter of Credit Borrowing, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such paymentamount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(v) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender (it being agreed that fees in connection with Permitted Amendments do not constitute non-pro rata payments under Sections 2.13 or 8.03);
(vi) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(vii) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Loan Party in compliance with Section 7.05 or released in compliance with Section 9.10(i) or (ii) or otherwise as expressly provided in the Loan Documents;
(viii) release all or substantially all of the value of the Guaranties, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranties is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone) or as otherwise expressly provided in the Loan Documents, or release any Borrower without the written consent of each Lender;
(ix) increase the advance rates set forth in the definition of Borrowing Base without the consent of each Lender; or
(x) except as otherwise set forth in the definitions of Eligible Accounts and Eligible Inventory, modify the eligibility criteria in respect of the Borrowing Base, or add new asset categories to the Borrowing Base, or otherwise cause the Borrowing Base availability under the Facility to be increased beyond the level permissible under this Agreement as then in effect, in each case without the written consent of each Lender. and provided, further, that: (i) no amendment, waiver or consent shall, unless in writing and signed by each applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter and the Closing Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Facility 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 any provision herein to the contrary, the Borrowers may, by written notice by the Parent Borrower to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Parent Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice) (or such shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans of those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). Each Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Revolving Facility Commitment of the Accepting Lenders. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Original Closing Date under Section 4.01. As used in this paragraph, “Permitted Amendments” shall be limited to (i) an extension of the final maturity date of the Loans of the Accepting Lenders (provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) a reduction, elimination or extension, of the scheduled amortization of the applicable Loans of the Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Rate and any provision establishing a minimum rate), premium, or other amount with respect to the applicable Loans of the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders (such change and/or payments to be in the form of cash, Stock or other property to the extent not prohibited by this Agreement) and (iv) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Parent Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Parent Borrower to be made pursuant thereto).
Appears in 3 contracts
Sources: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)
Amendments, Etc. Subject Without notice to Section 3.03(bor consent of any Owners, any provisions of this Custody Agreement may be amended (i) to cure any formal defect, omission, inconsistency or ambiguity in this Custody Agreement, (ii) to add to the covenants and agreements of the Custodian or Financial Security or to surrender any right or power herein conferred upon the Custodian, the Fund or Financial Security, (iii) to effectuate the assignment of the Custodian's rights and duties hereunder to a qualified successor as provided herein, (iv) to comply with the Trust Indenture Act of 1939, as from time to time amended, or the Investment Company Act of 1940, as from time to time amended, (v) to increase the number of shares of Preferred Stock held in custody under this Custody Agreement or (vi) to modify, alter, amend or supplement this Custody Agreement in any other respect not inconsistent herewith which, in the opinion of counsel acceptable to the Custodian, is not adverse to the Custodian or any of the Owners. Except for amendments made pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) above, no amendment affecting the Owners of Custody Receipts may be made to this Custody Agreement without the consent of Owners of Custody Receipts evidencing 66-2/3% of the outstanding shares of the Preferred Stock, provided that no amendment may be made which would directly or indirectly have the effect of interfering with the rights of any Owner to make a claim under the Surety Bond without the consent of such Owner or which would modify any of the provisions of this Section 5.01 except to increase the 66-2/3% percentage figure referred to above (or any percentage substituted therefor pursuant to a prior amendment) or to provide that certain other provisions of this Custody Agreement cannot be modified without the consent of any Owner affected thereby. No amendment or waiver of any provision of this Custody Agreement or any other Loan Document, and no nor consent to any departure by the Company or herefrom shall in any other Loan Party therefrom, shall event be effective unless the same shall be in writing and signed by the Required Lenders Custodian and the Company or the applicable Loan Party, as the case may beFinancial Security, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment . Notice of any Lender (such amendment and a copy thereof shall be given by first-class mail or reinstate any Commitment terminated pursuant hand delivery to Section 8.02) without the written consent of such ▇▇▇▇▇'▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;S&P.
Appears in 2 contracts
Sources: Broker Dealer Agreement (Prospect Street High Income Portfolio Inc), Custody Agreement (Prospect Street High Income Portfolio Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate or (ii) to amend the Leverage Ratio (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(f) change any provision of this Section, the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) release any Guarantor from its Guaranty without the written consent of each Lender, unless otherwise permitted pursuant to clause (i) or (ii) of Section 9.09(c); or
(h) release all or substantially all of the Collateral without the written consent of each Lender, unless otherwise permitted by Section 9.09(a); and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit Fees at issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Default Rate;Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company (or the applicable Loan PartyAdministrative Agent at the direction, as or with the case may beconsent, of the Required Lenders), and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that provided that:
(a) no such amendment, waiver or consent shall:
(a) waive any condition set forth , unless in Section 4.01(a) without writing and signed by the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18Lender affected thereby, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein (excluding a waiver of interest accruing at the Default Rate) on any Loan owed to such Lender or the rate of fees payable for the account of such Lender hereunder, or postpone any scheduled date for any payment of principal, interest or fees due to any Lender;
(subject to b) no amendment, waiver or consent shall, unless in writing and signed by the last paragraph Lender affected thereby and acknowledged by the Administrative Agent, increase (i) the amount of the Commitments of such Lender, or (ii) such Lender’s Pro Rata Share for its applicable Class of Loans (except as set forth in Section 2.11(e)(iv));
(c) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders and acknowledged by Administrative Agent, do any of the following at any time:
(i) waive any of the conditions specified in Section 3.2;
(ii) change any of the provisions of this Section 10.01), any Loan 9.1 or L/C Borrowing, or (subject to clause (iv) the definition of the second proviso term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to this Section 10.01) waive, amend or modify any fees or other amounts payable rights hereunder or under make any other Loan Document determination or grant any consent hereunder, without the written consent of each Lender directly affected therebyLender; provided, however, that only the consent or
(iii) release AGCO from any of its obligations under a Loan Document or release all of substantially all of the Required Guarantors from their obligations under the Loan Documents;
(d) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank in addition to the Lenders shall be necessary required above to amend take such action, affect the definition rights or obligations of “Default Rate” the Swing Line Bank in such capacity under this Agreement;
(e) no amendment, waiver or consent shall, unless in writing and signed by such Issuing Bank in addition to waive any obligation the Lenders required above to take such action, affect the rights or obligations of any Borrower an Issuing Bank under this Agreement; and
(f) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, in addition to pay interest the Lenders required above to take such action, affect the rights or Letter duties of Credit Fees at the Default Rate;Administrative Agent under this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Agco Corp /De), Credit Agreement (Agco Corp /De)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan PartyBorrower, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayments of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingRevolving Loan, or (subject to clause (ivii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 or 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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.
Appears in 2 contracts
Sources: Revolving Credit Agreement (TJX Companies Inc /De/), 364 Day Revolving Credit Agreement (TJX Companies Inc /De/)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or and the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) amend the first proviso of Section 2.15(a)(i) or Section 2.15(a)(ii) without the written consent of each Lender;
(b) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(bc) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cd) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(de) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (ivii) of the second final proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(f) amend definition of “Alternative Currency” without the written consent of each Lender;
(g) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(h) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or
(i) release the Company from the Guaranty without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall unless signed by the Administrative Agent, the Syndication Agent or the Co-Documentation Agents, as applicable, in addition to the Lenders required above, affect the rights or duties of the Administrative Agent, the Syndication Agent or the Co-Documentation Agents, as applicable, under this Agreement or any other Loan Document, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement, and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (Cboe Global Markets, Inc.), Credit Agreement (CBOE Holdings, Inc.)
Amendments, Etc. Subject to Section 3.03(b)Except as otherwise expressly set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan PartyBorrower, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayments of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingRevolving Loan, or (subject to clause (ivii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 or 2.14 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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.
Appears in 2 contracts
Sources: Revolving Credit Agreement (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or, to the extent such amendment or waiver (i) changes the definition of “Required Revolving Lenders”, “Required Term A-1 Lenders”, “Required Term A-2 Lenders”, or “Required Incremental TL Facility Lenders” each Lender under the applicable Facility or (ii) waives any obligation of the Borrower to pay Letter of Credit Fees at the Default Rate, the Required Revolving Lenders), the Borrower and the Company or the any applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) the Administrative Agent and the Borrower may, without the consent of any Lender or any Guarantor then party hereto, (1) amend this Agreement to add a Subsidiary as a “Guarantor” hereunder pursuant to a joinder agreement in substantially the form of Exhibit G and (2) amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of the Administrative Agent or any Lender and (y) notwithstanding the foregoing provisions of this Section 11.01 (including the first proviso above), no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders, the Required Term A-1 Lenders, the Required Term A-2 Lenders or the Required Incremental TL Facility Lenders, as the case may be;
(c) extend (except as contemplated pursuant to provided in Section 2.15 and Section 2.18, extend 2.14) or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cd) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(de) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (ivv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(f) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in the first paragraph of this Section 11.01), without the written consent of each Lender;
(h) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except as expressly provided in the Loan Documents; or
(i) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A-1 Facility, each Term A-1 Lender, (ii) if such Facility is the Term A-2 Facility, each Term A-2 Lender, (iii) if such Facility is an Incremental TL Facility, each Term Lender holding Term Loans of such Incremental TL Facility, and (iv) if such Facility is the Revolving Credit Facility, each Revolving Credit Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit Fees at issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Default Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, amend, or waive or consent to any departure from, the definitions of LIBOR, LIBOR Screen Rate;, LIBOR Successor Rate, LIBOR Successor Rate Conforming Changes or Scheduled Unavailability Date or the provisions of Section 3.07; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended (except as provided in Section 2.14) 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 in a disproportionately adverse manner relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, subject to the provisions of Section 2.15, in connection with the establishment of any Incremental TL Facility the Administrative Agent, the Borrower and the Lenders providing commitments for such Incremental TL Facility may (without the consent of any other Person) amend, modify or supplement this Agreement and the other Loan Documents (A) to incorporate the terms of such Incremental TL Facility and to permit the extensions of credit and related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the then existing facilities hereunder, (B) to permit the Term Lenders providing such Incremental TL Facility to participate in any required vote or action required to be approved by the Required Lenders or (if applicable to Term Lenders) by any other number, percentage or class of Lenders hereunder and (C) the terms or provisions in any Loan Document requiring pro rata payments, distributions or sharing of payments (including Section 8.03) so long as such payments, distributions and sharing of payments continue to be based on each Lender’s Applicable Percentage with respect to the Facilities in which it participates.
Appears in 2 contracts
Sources: Credit Agreement (Apple Hospitality REIT, Inc.), Credit Agreement (Apple Hospitality REIT, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than the Designated Lenders and other than any Lender Party 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 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, (iii) release any Material Guarantor, or (vi) amend this Section 8.01, (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender affected by such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without other than the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 Designated Lenders and Section 2.18, extend or increase the Commitment of other than any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of which is, at such ▇▇▇▇▇▇ (it being understood and agreed that time, a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Defaulting Lender);
, (c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(di) reduce the principal of, or interest on, the rate of interest specified herein on (subject Advances owed to the last paragraph of this Section 10.01), any Loan such Lender or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder to such Lender or under (ii) postpone any date fixed for any payment of principal of, or interest on, the Advances owed to such Lender or any fees or other Loan Document without the written amounts payable hereunder to such Lender and (c) no amendment, waiver or consent of each Lender directly affected thereby; providedshall, however, that only the consent of unless in writing and signed by the Required Lenders and, for each Facility directly affected by such amendment, waiver or consent, each Lender that has a Commitment under such Facility (other than the Designated Lenders and other than any Lender which is, at such time, a Defaulting Lender), increase the Commitments of such Lender or subject such Lender to any additional obligations; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or any Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of such Issuing Bank, as the case may be, under this Agreement; and 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. Each Designating Lender shall act as its Designated Lender's agent and attorney in fact and exercise on behalf of its Designated Lender all rights, if any, to vote and to grant and make approvals, waivers, consents or waivers in accordance with this Section 8.01. The Borrower, the Agents and the other Lender Parties shall continue to deal solely and directly with the Designating Lender in connection with the Designated Lender's rights and obligations under this Agreement. Any request by any Loan Party for an amendment or waiver of any provision of any Loan Document shall be necessary made by such Loan Party by giving a written request therefor to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Documentation Agent.
Appears in 2 contracts
Sources: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or L/C Borrowing or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
Appears in 2 contracts
Sources: Credit Agreement (Curtiss Wright Corp), Credit Agreement (Curtiss Wright Corp)
Amendments, Etc. Subject to Section 3.03(b(a) Except as expressly set forth in this Agreement (including in Sections 2.14, 2.27, 2.28 and 2.29), no modification, amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no consent to any departure by the Company Borrower herefrom or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed or consented to in writing by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver modification or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders amendment shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebythereby (i) increase or extend the expiration date of the Revolving Commitment of a Lender, (ii) alter the stated maturity or principal amount of any installment of any Loan (or any reimbursement obligation with respect to a Letter of Credit) or decrease the rate of interest payable thereon or extend the scheduled date of any payment thereof, or the rate at which the Facility Fees or letter of credit fees or other fees accrue, or extend the scheduled date of any payment thereof, (iii) waive a default under Section 7(b) hereof with respect to a scheduled principal installment of any Loan or (iv) release the Borrower from its obligations under the Guaranty (except in accordance with its terms); and provided, further that, except to the extent reasonably necessary to give effect to Sections 2.14, 2.27, 2.28 and 2.29, no such modification or amendment shall without the written consent of all of the Lenders (x) amend or modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders or (y) amend this Section 10.9 or the definition of Required Lenders. No such amendment or modification may adversely affect the rights and obligations of the Administrative Agent or any Issuing Lender hereunder without its prior written consent. No notice to or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in the same, similar or other circumstances. Each holder of a Note shall be bound by any amendment, modification, waiver or consent authorized as provided herein, whether or not a Note shall have been marked to indicate such amendment, modification, waiver or consent and any consent by any holder of a Note shall bind any Person subsequently acquiring a Note, whether or not a Note is so marked. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving 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.
(b) This Agreement may be amended without consent of the Lenders, so long as no Default or Event of Default shall have occurred and be continuing, as follows:
(i) This Agreement will be amended to designate any Subsidiary of the Borrower as a Subsidiary Borrower upon (v) ten Business Days prior notice (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) to the Lenders (such notice to contain the name, primary business address and taxpayer identification number of such Subsidiary), (w) the execution and delivery by the Borrower, such Subsidiary and the Administrative Agent of a Joinder Agreement, substantially in the form of Exhibit F (a “Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower, (x) the agreement and acknowledgment by the Borrower and each other Subsidiary Borrower that the Guaranty contained in Section 9 covers the Obligations of such Subsidiary and (y) the delivery to the Administrative Agent of (1) corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal opinions in respect of such Subsidiary substantially equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Administrative Agent shall reasonably request. The Administrative Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, requested by such Person at least three Business Days prior to the effectiveness of the applicable Joinder Agreement.
(ii) This Agreement will be amended to remove any Subsidiary as a Subsidiary Borrower upon execution and delivery by the Borrower to the Administrative Agent of a written notification to such effect and repayment in full of all Loans made to such Subsidiary Borrower, cash collateralization of all reimbursement obligations in respect of any Letters of Credit issued for the account of such Subsidiary Borrower and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement); provided, however, that only no such amendment shall affect or limit the Borrower’s obligations under the Guaranty.
(c) This Agreement may be amended with the consent of the Administrative Agent, the Borrower and any other Person set forth in the applicable section in order to implement the provisions of Sections 2.14(d)-(g), 2.27, 2.28 and 2.29.
(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Fundamental Documents and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(e) Further, notwithstanding anything to the contrary contained in this Section, if the Administrative Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Fundamental Documents, then the Administrative Agent and Borrower 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 Fundamental Document if the same is not objected to in writing by the Required Lenders shall be necessary to amend the definition within three Business Days following receipt of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;notice thereof.
Appears in 2 contracts
Sources: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the Company Borrower or any other Loan Party the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and, in the case of any amendment, the Borrower and the Company or the applicable Loan Party, as the case may beGuarantor, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
: (a) waive waive, modify or eliminate any condition set forth of the conditions specified in Section 4.01(a) 3.1 without the written consent of each Lender;
; (b) except as contemplated pursuant to Section 2.15 and Section 2.18, increase or extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
, (c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or interest on, the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)Advances, any Loan Applicable Margin or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder (other than fees payable to the Agent for its own account, or under to any other Loan Document Lender pursuant to, Section 2.13 or Section 2.17) without the written consent of each Lender directly affected thereby; provided, however(d) postpone any date fixed for any payment of principal of, that only or interest on, the Advances or any fees or other amounts payable hereunder without the written consent of each Lender directly affected thereby, (e) change the Required Lenders percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be necessary required for the Lenders or any of them to take any action hereunder without the written consent of each Lender or amend the definition of “Default Rate” Majority Lenders”, (f) amend this Section 9.1 without the written consent of each Lender, (g) release the Guarantor from its guarantee, or to (h) change or waive any obligation provision of Section 2.18 or any other provision of this Agreement or any other Loan Document requiring pro rata treatment of the Lenders in a manner that would alter the pro rata treatment of Lenders required thereby without the written consent of each Lender; and provided, further, that (i) no amendment, waiver or consent shall affect the rights or duties of the Agent under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Agent in addition to the Lenders required above to take such action, (ii) that no amendment, waiver or consent shall change or waive any provision of Section 2.13 or Section 2.17, unless such amendment, waiver or consent is in writing and signed by each Lender directly affected thereby, in addition to the Lenders required above to take such action and (iii) that this Agreement may be amended and restated without the consent of any Borrower Lender or the Agent if, upon giving effect to pay such amendment and restatement, such Lender or the 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 and shall have been paid in full all amounts payable hereunder to such Lender, or the Agent, as the case may be. Anything herein to the contrary notwithstanding, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that in no event shall any amendment, waiver or consent purport to (A) increase or extend the Commitment of such Defaulting Lender, (B) reduce the principal of, or interest on, the Advances made by such Defaulting Lender, or Letter any Applicable Margin or any fees or other amounts payable to such Defaulting Lender, (C) postpone any date fixed for any payment of Credit Fees at principal of, or interest on, the Default Rate;Advances made by such Defaulting Lender, or (D) amend this Section 9.1 in a manner that affects such Defaulting Lender adversely, in each case without the affirmative consent of such Defaulting Lender, provided that if any such amendment, waiver or consent has been approved by all Lenders which are not Defaulting Lenders, and such Defaulting Lender shall have failed to have furnished either its approval or disapproval of such amendment, waiver or consent within the period of ten Business Days after its receipt of a written request to do so, then such Defaulting Lender shall be deemed to have given its affirmative consent.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Alliant Energy Corp), Term Loan Credit Agreement (Alliant Energy Corp)
Amendments, Etc. Subject to Section 3.03(b)(a) No modification, no amendment or waiver of any provision of this Agreement, the Security and Pledge Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver modification or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 amendment shall without the written consent of each Lender entitled to affected thereby (x) increase the Commitment of such payment; providedLender (it being understood that a waiver of an Event of Default shall not constitute an increase in the Commitment of a Lender), however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(dy) reduce the principal of, amount of any Loan (or any unreimbursed Letter of Credit) or the rate of interest specified herein on payable thereon, or extend any date for the payment of interest, principal or fees hereunder or reduce any Fees payable hereunder or extend the final maturity of the Loan Parties’ obligations hereunder (subject to the last paragraph of this Section 10.012.30 and Section 2.31); and, any Loan provided, further, that no such modification or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document amendment shall without the written consent of (A) all of the Lenders (i) amend or modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders or the consent or approval of each affected Lender, (ii) amend this Section 9.10 or the definition of Required Lenders or Super-majority Lenders, (iii) amend or modify the Superpriority Claim status of the Lenders contemplated by Section 2.24, (iv) increase the Total Revolving Commitment by an amount in excess of US$100,000,000, (v) release all or substantially all of the Collateral from the Liens created hereunder and under the other Loan Documents or (B) the Super-majority Lenders (i) release any material portion (but less than all or substantially all) of the Collateral from the Liens created hereunder and under the other Loan Documents (other than with respect to asset sales permitted under Section 6.12), (ii) release any Loan Party from its joint and several obligations under ARTICLE 10, (iii) alter the eligibility standards or amend any of the component definitions used in determining the Borrowing Bases in a manner which would increase the amount of the Borrowing Bases, (iv) increase the Total Revolving Commitment by an amount up to US$100,000,000, (v) increase the advance rates in calculation of the Borrowing Bases, (vi) change Section 7.1(f) or (vii) change Section 2.33. No such amendment or modification may adversely affect the rights and obligations of the Agents or any Fronting Bank hereunder without its prior written consent. No notice to or demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 9.3 shall be bound by any amendment, modification, waiver, or consent authorized as provided herein, and any consent by a Lender directly affected thereby; provided, however, that only shall bind any Person subsequently acquiring an interest on the Loans held by such Lender. No amendment to this Agreement shall be effective against any Loan Party unless in writing and signed by such Loan Party. The Administrative Agent shall provide written notice to the monitor in the Canadian Cases promptly following any request from the Canadian Loan Parties pursuant to this Agreement or any of the other Loan Documents for the consent of the Required Lenders shall to release any material portion of or all or substantially all of the Collateral from the Liens in favor of the Agents on behalf of the Secured Parties or for the release of the proceeds of such Collateral from such Liens.
(b) Notwithstanding anything to the contrary contained in Section 9.10(a), in the event that any Loan Party requests that this Agreement be necessary modified or amended in a manner which would require the unanimous consent of all of the Lenders or the consent of the Super-majority Lenders and such modification or amendment is agreed to amend by the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Consenting Lenders
Appears in 2 contracts
Sources: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole and absolute discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Sections 4.01(a)(iii) or (iv) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit L/C Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender; and, provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it, (ii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document, and (iii) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything contained herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Revolving Lenders (or by the Administrative Agent with the consent of the Required Revolving Lenders or such other number or percentage of Revolving Credit Lenders as may be specified herein) and the Company Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that (x) the Administrative Agent and the Borrower Representative may, howeverwith the consent of the other, that amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, typographical error, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any Revolving Credit Lender or any L/C Issuer, and (y) no such amendment, waiver or consent shall:
(ai) waive increase the Revolving Credit Commitment of any condition set forth in Section 4.01(a) Revolving Credit Lender without the written consent of each such Revolving Credit Lender;
(bii) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Revolving Credit Commitment of any Revolving Credit Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ Revolving Credit Lender and each Revolving Credit Lender directly and adversely affected thereby (it being understood and agreed other than a Defaulting Lender, except to the extent that the foregoing affects such Defaulting Lender more adversely than the other Lenders) provided, that, a waiver in accordance with the terms hereof of any condition precedent set forth in Section 4.02 or waiver of any Default is or Event of Default, mandatory prepayment or mandatory reduction of any Revolving Credit Commitment shall not considered constitute an extension or increase in Commitments of any Lender)Revolving Credit Commitments;
(ciii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) Revolving Credit Lender hereunder or under any such other Loan Document without the written consent of such Revolving Credit Lender;
(iv) reduce the principal of, or the rate of interest specified herein on, any Revolving Credit Loan or L/C Borrowing, or (subject to the proviso to this clause (iv)) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Revolving Credit Lender entitled to such paymentamount; provided, however, that only the consent of the Required Revolving Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(v) change Section 8.03 in a manner that would alter the priority of payments required thereby without the written consent of each Revolving Credit Lender directly and adversely affected thereby (other than a Defaulting Lender);
(vi) change (A) any provision of this Section 10.01 or the definition of “Required Revolving Lenders”, “Supermajority Lenders” or any other provision hereof specifying the number or percentage of Revolving Credit Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (B) of this Section 10.01(vi)), without the written consent of each Revolving Credit Lender (other than a Defaulting Lender) or (B) the definition of “Required U.S. Lenders” or “Required Canadian Lenders” without the written consent of each Revolving Credit Lender (other than a Defaulting Lender) under the applicable Facility;
(vii) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Revolving Credit Lender (other than a Defaulting Lender); provided that the Collateral Agent may, without consent from any Revolving Credit Lender, release any Collateral that is sold or transferred by a Loan Party in compliance with Section 7.04 or 7.05 or released in compliance with Section 9.10(i) or (ii);
(viii) release all or substantially all of the value of the Guaranties, without the written consent of each Revolving Credit Lender (other than a Defaulting Lender), except to the extent the release of any Subsidiary from the Guaranties is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(ix) [Reserved];
(x) increase the advance rates set forth in the definitions of “U.S. Borrowing Base” or “Canadian Borrowing Base” without the written consent of the Supermajority Lenders;
(xi) change or otherwise modify the definition of Loan Value, U.S. Borrowing Base, Canadian Borrowing Base Eligible Collateral, Eligible In-Transit Inventory, Eligible Inventory, Eligible Receivables, Receivables Concentration Limit or Total Borrowing Base if any of the foregoing would result in making more credit available to Borrowers, in each case without the written consent of the Supermajority Lenders; provided that this clause (xi) shall not limit the discretion of the Administrative Agent to change, establish or eliminate reserves, to add assets acquired in a Permitted Acquisition to any Borrowing Base or to otherwise exercise Credit Judgment in respect of any determination expressly provided hereunder to be made by the Administrative Agent in its discretion or Credit Judgment, all to the extent otherwise set forth herein; or
(xii) amend, modify or change the provisions of Section 8.04 or the definition of “CAM Percentage” without the written consent of each Revolving Credit Lender; and provided, further, that: (i) no amendment, waiver or consent shall, unless in writing and signed by each applicable L/C Issuer in addition to the Revolving Credit Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Revolving Credit Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent which would require the consent of a Revolving Credit Lender but for the fact that it is a Defaulting Lender shall be enforced against it without its consent; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swingline Lender, in addition to the Revolving Credit Lenders required by this Section 10.01, affect the rights or duties of such Swingline Lender under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent provided in clauses (i) through (xii) above. Notwithstanding anything to the contrary contained in this Section 10.01, if any Revolving Credit Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Revolving Credit Lender and that has been approved by the Required Revolving Lenders, the Borrower Representative may replace such non-consenting Revolving Credit Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant thereto).
Appears in 2 contracts
Sources: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the Company or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Company and the Company or the applicable relevant other Loan Party, as the case may beif applicable, and acknowledged by the Administrative AgentRequired Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that (a) the written consent of the Company and each Lender directly affected thereby shall be required in order to amend or waive any provision of the Agreement or the Notes which would have the effect of (i) a reduction in principal, howeverinterest or fees payable to such Lender under this Agreement or the Notes, that (ii) the postponement of any date fixed for the payment of any principal, interest or fees under this Agreement or the Notes, (iii) an increase in the Commitments or (iv) amending or waiving compliance with Section 2.08 or Section 2.14; (b) the written consent of the Company and all the Lenders shall be required in order to amend or waive any provision of the Agreement or the Notes which would have the effect of (i) amending or waiving compliance with the proviso to Section 2.01(a), Section 8.05 or this Section 8.01, (ii) amending the definition of Required Lenders or (iii) any release or modification of the Company’s guarantee under Article IX; (c) no such 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 the Administrative Agent under this Agreement, and (ad) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) shall not be extended without the prior written consent of such ▇▇▇▇▇▇ (it being understood Lender; provided further no amendment, waiver or consent shall, unless in writing and agreed that a waiver of any condition precedent set forth signed by the applicable Swing Line Lender in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due addition to the Lenders (required above to take such action, affect the rights or any duties of them) hereunder or such Swing Line Lender under any other Loan Document without this Agreement; and provided further that the Agreement may be amended to adjust the borrowing mechanics related to Swing Line Advances with only the written consent of each Lender entitled to such payment; providedthe Company, howeverthe Administrative Agent, that only the consent Sub-Agent, and the Swing Line Lenders if the obligations of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly are not adversely affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Stanley Black & Decker, Inc.), 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Amendments, Etc. Subject Without notice to Section 3.03(bor consent of any Owners, any provisions of this Custody Agreement may be amended (i) to cure any formal defect, omission, inconsistency or ambiguity in this Custody Agreement, (ii) to add to the covenants and agreements of the Note Custodian or the Depositor or to surrender any right or power herein conferred upon the Note Custodian or the Depositor, (iii) to effectuate the assignment of the Note Custodian's rights and duties hereunder to a qualified successor as provided herein, or (iv) to modify, alter, amend or supplement this Custody Agreement in any other respect not inconsistent herewith which, in the opinion of counsel acceptable to the Note Custodian, is not adverse to the Note Custodian or any of the Owners. Except for amendments made pursuant to clause (i), (ii), (iii) or (iv) above, no amendment affecting the Owners of Custody Receipts of any class of any Series may be made to this Custody Agreement without the consent of Owners of Custody Receipts of such class evidencing at least 66-2/3% of the Voting Rights allocated to such class, provided that no amendment may be made which would (i) reduce the Voting Rights or the amount or change timing or currency of any payments to be made to the Owners of any Class of Custody Receipts without the consent of each Owner affected thereby or (ii) modify any of the provisions of this Section 5.01 except to provide that certain other provisions of this Custody Agreement cannot be modified without the consent of any Owner affected thereby. No amendment or waiver of any provision of this Custody Agreement or any other Loan Document, and no nor consent to any departure by the Company or herefrom shall in any other Loan Party therefrom, shall event be effective unless the same shall be in writing and signed by the Required Lenders Note Custodian and the Company or the applicable Loan Party, as the case may beDepositor, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that the Note Custodian shall have no such duty to sign any amendment, waiver or consent shall:
(a) waive which affects its rights and powers under this Agreement. In connection with any condition set forth in Section 4.01(a) without amendment pursuant to this Section, the written consent Note Custodian shall send to the Rating Agencies a copy of each Lender;
(b) except as contemplated pursuant proposed amendment prior to Section 2.15 its adoption and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent copy of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;executed amendment.
Appears in 2 contracts
Sources: Custody Agreement (Lehman Abs Corp), Custody Agreement (Lehman Abs Corp)
Amendments, Etc. Subject to (a) Except as provided in Section 3.03(b)2,21, no amendment or waiver of any provision of this Agreement or any other Loan Documentthe Notes, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
: (a) waive any condition set forth of the conditions specified in Section 4.01(a) 3.01 without the written consent of each Lender;
all Lenders, (b) except as contemplated pursuant increase or, subject to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
, (c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to on, the last paragraph of this Section 10.01), any Loan Advances or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any (other Loan Document than as a result of an amendment pursuant to Section 2.21) without the written consent of each Lender all Lenders directly affected thereby; provided, however(d) postpone any date fixed for any payment of principal of, that only or interest on, the Advances or any fees or other amounts payable hereunder without the written consent of the Required all Lenders shall be necessary to amend directly affected thereby, (e) change the definition of “Default Rate” Required Lenders”, or 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 waive take any obligation action hereunder without the written consent of all Lenders, (f) add any currencies to the definition of Committed Currencies without the written consent of all Lenders directly affected thereby, (g) so long as any Designated Subsidiary is a Borrower hereunder, release the Company from its obligations under Section 7.01 without the written consent of all Lenders other than Defaulting Lenders or (h) amend this Section 9.01 without the written consent of all Lenders; and provided further that 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 the Agent under this Agreement or any Note.
(b) Any term or provision of this Section 9.01 to the contrary notwithstanding, if the Agent and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of this Agreement, then the Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any Borrower other party to pay interest or Letter this Agreement so long as the Lenders shall have received prior written notice thereof and the Agent shall not have received, within two Business Days of Credit Fees at the Default Rate;date of such notice, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
Appears in 2 contracts
Sources: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)
Amendments, Etc. Subject to Section 3.03(b), no amendment or waiver Release of any Parent and Atlas Holdings Guarantees. Any provision of this Agreement or any other Loan DocumentDocument may be amended, modified or waived with the Obligors' and the Majority Lenders' prior written consent; provided that (i) no consent amendment, modification or waiver which extends the final maturity of the Loans, increases the Aggregate Maximum Revolving Credit Amounts, increases the Borrowing Base, forgives the principal amount of any Indebtedness outstanding under this Agreement, releases any Guarantor (other than Parent, as provided below), of the Indebtedness, or releases Security Instruments (other than Security Instruments granted by Parent, as provided below) which in the aggregate cover a material portion of the Mortgaged Property (as reflected on the most recent Reserve Report delivered under Section 8.07) during each Borrowing Base Period, reduces the interest rate applicable to any departure by the Company Loans or any other Loan Party therefromthe fees payable to the Lenders generally, affects Section 2.03(a), this Section 12.04 or Section 12.06(a) or modifies the definition of "Majority Lenders" shall be effective unless in writing signed by without consent of all Lenders; (ii) no amendment, modification or waiver which increases the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent Maximum Revolving Credit Amount of any Lender shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ Lender; and (it being understood and agreed that a iii) no amendment, modification or waiver which modifies the rights, duties or obligations of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 Administrative Agent shall be effective without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary Administrative Agent. Notwithstanding the foregoing, Administrative Agent is authorized to amend the definition execute such releases in favor of “Default Rate” or to waive any obligation (i) Parent of the Company Parent's Guaranty Agreement or any Security Instruments granted by Parent at such time as Parent ceases beneficially to pay interest at the Default Rate;
(d) reduce the principal ofown, directly or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)indirectly, any Loan 80% or L/C Borrowing, or (subject to clause (iv) more of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent outstanding shares of each Lender directly affected thereby; provided, however, that only the consent voting capital stock of the Required Lenders shall be necessary to amend Borrower and (ii) Atlas Holdings of the definition of “Default Rate” Atlas Holdings Guaranty Agreement or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees Security Instruments granted by Atlas Holdings at the Default Rate;such time as Atlas Holdings is dissolved as permitted under Section 9.09 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Resource America Inc), Credit Agreement (Atlas America Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.1 without the written consent of each Lender; provided, however, in the sole discretion of Administrative Agent, only a waiver by Administrative Agent shall be required with respect to immaterial matters or items specified in Section 4.1(a), Section 4.1(a)(iii) or Section 4.1(a)(iv) with respect to which Borrower has given assurances satisfactory to Administrative Agent that such items shall be delivered promptly following the Closing Date;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.028.2) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (ivii) of the second proviso to this Section 10.0110.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.14 or Section 8.3 or in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) release any Guarantor from the Guaranty or release the Liens on any material portion of the Collateral except in accordance with the terms of any Loan Document without the written consent of each Lender;
(g) change the method of calculation utilized in connection with the computation of fees or interest; or
(h) modify this Section or the definition of “Required Lenders”. And, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuer in addition to Lenders required above, affect the rights or duties of L/C Issuer under this Agreement or any other Loan Document, (A) as Administrative Agent, (B) as provider of Swing Line Loans, or (C) as Letter of Credit Fees at issuer or under any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it (including, without limitation, any reduction in any fee, charge, expense, cost or other amount payable to Administrative Agent for its own account under this Agreement in any such capacity); (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Default Rate;Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Documents; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto; (v) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (vi) the Required Lenders shall determine whether or not to allow 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, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of such Lender may not be increased or extended without the consent of such 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.
Appears in 2 contracts
Sources: Credit Agreement (Micros Systems Inc), Credit Agreement (Micros Systems Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letter), and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beBorrower, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 3.01 without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02Commitment) without the written consent of such ▇▇▇▇▇▇ Lender or increase the aggregate Commitments without the written consent of each Lender (it being understood and agreed that a waiver of any condition precedent set forth except as provided in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender2.16);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Majority Lenders shall be necessary to amend the definition of “Default Rate” Section 2.06(e) or to waive any obligation of any the Borrower to pay interest default interest;
(e) amend any financial covenant hereunder (or any defined term used therein) without the written consent of the Required Lenders;
(f) change Sections 2.12 or 7.06 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(g) change any provision of this Section or the definition of “Majority Lenders”, “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(h) subject to Section 9.09(a)(iv), release all or substantially all of the value of the Guarantees under Article VIII or all or substantially all of the Collateral without the written consent of each Lender; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter of Credit Fees at may be amended, or rights or privileges thereunder waived, in a writing executed only by the Default Rate;parties thereto.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Quintana Energy Services Inc.), Second Lien Credit Agreement (Quintana Energy Services Inc.)
Amendments, Etc. (a) Subject to Section 3.03(b2.08(f), no amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing, do any of the following:
(ai) waive [reserved];
(ii) increase or extend the Commitments of a Lender or subject a Lender to any condition set forth in Section 4.01(a) without the written consent of each additional obligations, unless signed by such Lender;
(biii) except as contemplated pursuant to Section 2.15 and Section 2.18reduce the principal of, extend or increase stated rate of interest on, the Commitment of Advances, the stated rate at which any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement fees hereunder are calculated or any other Loan Document for any payment of principalamounts payable hereunder, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of unless signed by each Lender entitled to such paymentdirectly and adversely affected thereby; provided, however, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default RateInterest” or to waive any obligation of the Company Borrower to pay interest at the Default RateInterest;
(div) reduce the postpone any date fixed for any payment of principal of, or interest on, the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan Advances or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby;
(v) change the percentage of the Commitments or of the aggregate unpaid principal amount of 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 or under any other Loan Document amend the definition of “Required Lenders”, unless signed by all Lenders;
(vi) change Section 2.06, Section 2.13(a) or 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;
(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, howeverfurther 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 the Administrative Agent under this Agreement. Notwithstanding the foregoing, 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 only 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 Administrative Agent and the Borrower. This Agreement may be amended from time to time without the consent of any other Lenders to award additional titles to certain Lenders, as determined pursuant to separate agreement between the Required Lenders shall be necessary to amend Borrower and the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Lead Arrangers.
Appears in 2 contracts
Sources: 364 Day Bridge Credit Agreement, 364 Day Bridge Credit Agreement (AbbVie Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest at the Default Rate or (ii) to amend the Leverage Ratio (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(f) change any provision of this Section, the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) release any Guarantor from its Guaranty without the written consent of each Lender, unless otherwise permitted pursuant to clause (i) or (ii) of Section 9.09(c); or
(h) release all or substantially all of the Collateral without the written consent of each Lender, unless otherwise permitted by Section 9.09(a); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit Fees at issued or to be issued by it; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Default Rate;Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. 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 the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent Consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Agent, with the Consent of the Required Lenders Lenders, and the Company Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent Consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cii) postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including the Maturity Date) or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (hereunder or under any of themthe other Loan Documents without the written Consent of each Lender directly and adversely affected thereby, or (ii) any scheduled or mandatory reduction or termination of the Aggregate Commitments hereunder or under any other Loan Document Document, without the written consent Consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly and adversely affected thereby;
(diii) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document to or for the account of any Lender, without the written consent Consent of each Lender directly and adversely affected thereby; provided, however, that only the consent Consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(iv) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written Consent of each Lender;
(v) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof or of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or under any other Loan Document or make any determination or grant any consent hereunder or thereunder, without the written Consent of each Lender;
(vi) except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the written Consent of each Lender;
(vii) except for Permitted Dispositions or as provided in Section 9.10, release all or substantially all of the Collateral from the Liens of the Security Documents without the written Consent of each Lender;
(viii) change the definition of the term “Borrowing Base” (or any component definition thereof, including, without limitation, advance rates, eligible asset classes and eligibility criteria), “Reserves,” “Availability Reserves,” or “Inventory Reserves” if, in any case, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased without the written Consent of each Lender, provided that the foregoing shall not limit the Permitted Discretion of the Agent to change, establish or eliminate any Reserves or eligibility criteria as provided herein;
(ix) modify the definition of the term “Permitted Overadvance” so as to increase the amount thereof or, except as otherwise provided in such definition, the time period for which a Permitted Overadvance may remain outstanding without the written Consent of each Lender; and
(x) except as expressly permitted herein or in any other Loan Document, subordinate the Obligations hereunder or under the other Loan Documents to any other Indebtedness without the written Consent of each Lender; and, provided further, that (i) no amendment, waiver or Consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or Consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of any Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) any Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) no provider or holder of any Bank Products or Cash Management Services shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or any Loan Party, and (y) any Loan Document may be amended and waived with the consent of the Agent at the request of the Lead Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause any Loan Document to be consistent with this Agreement and the other Loan Documents.
(c) If any Lender (other than the Agent) does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the Consent of each Lender or each affected Lender and that has been approved by the Required Lenders, the Lead Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Lead Borrower to be made pursuant to this paragraph).
Appears in 2 contracts
Sources: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall:
, unless in writing and signed by all of the affected Lenders and the Borrower do any of the following: (a) waive reduce the rate of interest on any condition set forth in Section 4.01(a) without Loan or obligation or reduce any fee payable to the written consent of each Lender;
Lenders, (b) except as contemplated pursuant to Section 2.15 and Section 2.18reduce or forgive the principal of, extend or increase interest on, the Commitment of Loans or any Lender (fees or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
other amounts payable hereunder, (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principalprincipal (excluding any mandatory prepayment) of, interestor interest on, the Loans or any fees or other amounts due to payable hereunder, (d) reduce the percentage specified in the definition of Majority Lenders, (e) extend the expiration of or change the percentage of any of the Commitments or increase the number of the Lenders (which shall be required for the Lenders or any of themthem to take any action hereunder, (f) hereunder require additional consents, to be obtained with respect to the sale or under any assignment or participation of any Lenders hereunder, (g) release all or substantially all of the Guarantees or the Liens of the Administrative Agent and the Lenders on all or substantially all of the Collateral (other Loan Document than to the extent permitted by Section 8.10(b)(i), (vi) or (vii) hereof), (h) amend Section 9.17 or the definition of “Alternative Currency” without the written consent of each Lender entitled in a manner which is more burdensome to the Lenders; or (i) amend this Section 9.1 or otherwise modify the voting provisions of this Agreement or amend the definition of Majority Lenders; provided, further, that no amendment, waiver or consent shall (i) unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such paymentaction, affect the rights or duties of the Administrative Agent under this Agreement, (ii) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Line Lender under this Agreement or (iii) effect an increase in any of the Commitments of any Lender without such Lender’s express written approval. If, in connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, the consent of Majority Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a “Non-Consenting Lender”), then, so long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, an assignee acceptable to the Administrative Agent shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender acting as the Administrative Agent or such Assignee, all of the interests, rights and obligations under this Agreement (including, without limitation, the Commitments and the Revolving Credit Percentage of the Obligations) of such Non-Consenting Lender for an amount equal to the principal balance of all Loans held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale; provided, however, that only such purchase and sale shall not be effective until the consent of Administrative Agent shall have received from such assignee an agreement in form and substance satisfactory to the Required Lenders Administrative Agent and the Borrower whereby such assignee shall agree to be necessary bound by the terms hereof. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to amend the definition of “Default Rate” or Administrative Agent an Assignment and Acceptance to waive evidence such sale and purchase and shall deliver to the Administrative Agent any obligation of Note (if the Company to pay interest at the Default Rate;
(dassigning Lender’s Loans are evidenced by Notes) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebysuch Assignment and Acceptance; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation failure of any Borrower Non-Consenting Lender to pay interest or Letter of Credit Fees at execute an Assignment and Acceptance shall not render such sale and purchase (and the Default Rate;corresponding assignment) invalid.
Appears in 2 contracts
Sources: Credit Agreement (Great Lakes Dredge & Dock CORP), Credit Agreement (Great Lakes Dredge & Dock CORP)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letters), and no consent to any departure by the Company Parent or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, with the consent of the Majority Lenders and each the Borrowers 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 no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;[reserved]
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.027.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate or amount of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan Revolving Advance, Bridge Loan, or L/C BorrowingReimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the prior written consent of each Lender directly affected thereby; provided, however, that (i) only the consent of the Required Majority Lenders shall be necessary to waive any obligation of either Borrower to pay interest at the default rate set forth in Section 2.06(e) on, or amend Section 2.06(e) with respect to, the definition Revolving Obligations and (ii) only the consent of “Default Rate” or each Bridge Lender shall be necessary to waive any obligation of any either Borrower to pay interest at the default rate set forth in Section 2.06(e) on, or amend Section 2.06(e) with respect to, the Bridge Obligations;
(e) change Section 2.02, 2.12(a), or 2.12(b) in a manner that would alter the sharing of payments required thereby without the written consent of each Revolving Lender;
(f) change Section 2.12(c) in a manner that would alter the sharing of payments required thereby without the written consent of each Bridge Lender;
(g) change (i) Section 2.03(d), 2.05(b), (c), or (d), 2.06(b), 2.06(f), 3.01(a), 6.06(f), 6.08(g), 6.14(b), 9.08, or 10.05; (ii) Section 7.02(a), 7.03(a), or 7.06 to adversely affect the priority of payments to the Bridge Lenders; or (iii) the definition of “Bridge Obligations Payment Conditions” without the consent of each Bridge Lender;
(h) change (i) any provision of this Section, or the definition of “Majority Lenders” without the written consent of each Revolving Lender, (ii) Section 10.01(g) without the consent of each Bridge Lender, or (iii) any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(i) release any Guarantor from the Guaranty or all or any substantial portion of the Collateral without the written consent of each Revolving Lender; provided, however, that any Guarantor or Collateral may be released if they are sold or transferred as permitted hereunder; or
(j) amend, modify, terminate or waive any provision contained in Section 2, 3, or 5 of the Intercreditor Agreement without the consent of all of the Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Letter of Credit Fees Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Revolving Advances are being funded by a SPC at the Default Rate;time of such amendment, waiver or other modification; and (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 2 contracts
Sources: Credit Agreement (MxEnergy Holdings Inc), Credit Agreement (MxEnergy Holdings Inc)
Amendments, Etc. Subject to Section 3.03(b(a) Except as otherwise expressly provided in this Agreement (including in the second proviso of this clause (a)), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party Restricted Person therefrom, shall be effective unless in writing signed by the Required Majority Lenders and the Company Borrower or the applicable Loan PartyRestricted Person, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees fees, premium, if any, or other amounts due to the Lenders (or any of them) hereunder (including final maturity (other than in connection with an Extension pursuant to Section 2.11) and scheduled amortization of any Loans) or under any other Loan Document without the written consent of each Lender entitled directly affected thereby; provided that the Majority Lenders may waive, defer or delay the requirement to such payment; provided, however, that only the consent give a Reinvestment Notice in respect of the Required Lenders shall be necessary to amend the definition of “Default Rate” an MLP Related Disposition or to waive any obligation make a mandatory prepayment required as the result of the Company to pay interest at the Default Ratean MLP Related Disposition;
(diii) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the second proviso to this Section 10.0110.01(a)(iii)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the Required Majority Lenders shall be necessary (x) to amend the definition of “Default Rate” or ”, (y) to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (z) to waive, defer or delay the requirement to make a mandatory prepayment required as the result of an MLP Related Disposition;
(iv) change Section 2.09 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender;
(v) change any provision of this Section 10.01 or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(vi) change any provision of Section 10.06 in a manner that would impose any additional restriction on a Lender’s ability to assign any of its rights or obligations under the Agreement;
(vii) other than in connection with a transaction permitted under this Agreement, release all or substantially all of the aggregate value of the Guaranty or release all or substantially all of the Collateral from the Collateral Documents without the written consent of each Lender; and, provided further, that notwithstanding the foregoing, (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, (ii) Lenders accepting Extension Offers may enter into (or direct the Administrative Agent to enter into) Extension Amendments as contemplated by Section 2.11, (iii) Lenders accepting Incremental Commitments may enter into (or direct the Administrative Agent to enter into) Incremental Amendments as contemplated by Section 2.12, (iv) any amendment or waiver of any provision of Article V, Article VI, Article VII, Article VIII or any definitions related to any of the foregoing shall only require the written consent of the Combined Majority Lenders so long as the same amendments or waivers are made to or sought under the other Credit Facilities and (v) any amendment or waiver of any provision of Section 2.05(a)(ii), Section 2.05(b) (including any associated reinvestment rights), the definition of Term Loan Refinancing Indebtedness and any definitions related to the foregoing shall only require the written consent of the Combined Term Majority Lenders so long as the same amendments or waivers are made to or sought under the other Term Loan Facilities. Notwithstanding anything to the contrary herein, the Borrower and the Administrative Agent may amend or modify this Agreement or any Loan Document to cure any ambiguity or defect or correct or supplement any provision herein that may be inconsistent with any other provision.
Appears in 2 contracts
Sources: Senior Secured Term Loan Agreement, Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that:
(a) no such amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(ai) waive any condition set forth of the conditions specified in Section 4.01(a) without the written consent of each Lender4.01;
(bii) release all or substantially all of the value of the Guaranty, except as contemplated pursuant a Guarantor that has ceased to be a Subsidiary of the Borrower in a transaction permitted under this Agreement or release all or substantially all of the Collateral in any transaction or series of related transactions, except such releases relating to sales of property permitted under Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender)7.06;
(ciii) postpone change any date fixed by provision of this Agreement Section 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default RateRequired Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any obligation of the Company to pay interest at the Default Raterights hereunder or make any determination or grant any consent hereunder;
(div) reduce reduce, forgive or waive the principal of, or interest on, the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan Revolver Loans or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder to Lenders;
(v) postpone, waive or otherwise defer any date scheduled for any payment of principal of or interest on the Revolver Loans or any fees or other amounts payable to Lenders; or
(vi) change the order of application of any payment set forth in Section 8.03 in any manner that materially affects such Lender. 95 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]
(b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender affected by such amendment, waiver or consent:
(i) increase the Aggregate Commitment of such Lender (or reinstate any commitment terminated pursuant to Section 8.02); or
(ii) change the order of application of any prepayment set forth in Section 2.05; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement or any other Loan Document Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;such Lender.
Appears in 2 contracts
Sources: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this --------------- Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company (or the applicable Loan PartyAdministrative Agent with the written consent of the Required Lenders) and, as in the case may beof an amendment, and acknowledged by the Administrative Agent, Borrower and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby (or the Administrative Agent with the written consent of such Lenders) and, in the case of an amendment, by the Borrower do any of the following:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as expressly contemplated pursuant to by Section 2.15 and Section 2.182.03, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any LenderArticle VIII);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without Document;
(c) reduce the written consent principal of, or the rate of each Lender entitled interest specified herein on, any Loan, or (subject to such paymentclause (iii) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document; provided, however, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of the Company Borrower to pay interest at the Default Rate;
(d) reduce change the percentage of the Aggregate Commitments or of the aggregate unpaid principal ofamount of the Loans which is required for the Lenders or any of them to take any action hereunder;
(e) change the Pro Rata Share or Voting Percentage of any Lender;
(f) release the Guaranty except in accordance with the terms and conditions of Section 4.04;
(g) amend this Section, Section 2.12, Section 4.02, Section 4.04, Section 10.05, or any provision herein providing for consent or other action by all the rate of interest specified herein on Lenders; and, provided further that (subject i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the last paragraph of this Section 10.01Required Lenders or all the directly affected Lenders, as the case may be (or the Administrative Agent on their behalf), any Loan affect the rights or L/C Borrowing, or (subject to clause (iv) duties of the second proviso to Administrative Agent under this Section 10.01) any fees Agreement or other amounts payable hereunder or under any other Loan Document without Document; and (ii) the written consent of each Lender directly affected thereby; providedFee Letter may be amended, howeveror rights or privileges thereunder waived, that in a writing executed only by the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;parties thereto.
Appears in 2 contracts
Sources: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this --------------- Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company (or the applicable Loan PartyAdministrative Agent with the written consent of the Required Lenders) and, as in the case may beof an amendment, and acknowledged by the Administrative Agent, Borrower and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby (or the Administrative Agent with the written consent of such Lenders) and, in the case of an amendment, by the Borrower do any of the following:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as expressly contemplated pursuant to by Section 2.15 and Section 2.182.03, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any LenderArticle VIII);
(cb) except as expressly contemplated by Section 2.03, postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without Document;
(c) reduce the written consent principal of, or the rate of each Lender entitled interest specified herein on, any Loan, or (subject to such paymentclause (iii) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document; provided, however, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of the Company Borrower to pay interest at the Default Rate;
(d) reduce change the percentage of the Aggregate Commitments or of the aggregate unpaid principal ofamount of the Loans which is required for the Lenders or any of them to take any action hereunder;
(e) change the Pro Rata Share or Voting Percentage of any Lender;
(f) release the Guaranty except in accordance with the terms and conditions of Section 4.04;
(g) amend this Section, Section 2.12, Section 4.02, Section 4.04, Section 10.05, or any provision herein providing for consent or other action by all the rate of interest specified herein on Lenders; and, provided further that (subject i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the last paragraph of this Section 10.01Required Lenders or all the directly affected Lenders, as the case may be (or the Administrative Agent on their behalf), any Loan affect the rights or L/C Borrowing, or (subject to clause (iv) duties of the second proviso to Administrative Agent under this Section 10.01) any fees Agreement or other amounts payable hereunder or under any other Loan Document without Document; and (ii) the written consent of each Lender directly affected thereby; providedFee Letter may be amended, howeveror rights or privileges thereunder waived, that in a writing executed only by the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;parties thereto.
Appears in 2 contracts
Sources: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letter), and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) Article IV, without the written consent of each LenderLender party hereto at the time of the Credit Extension;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18extend, extend increase or increase reinstate the Term Loan Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) [reserved];
(d) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments or payments of increased costs or indemnities) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender directly entitled to such payment;
(e) reduce the principal of, or the rate of interest specified herein on, the Term Loan, or (subject to clause (ii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly entitled to such paymentamount; provided, however, provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company Borrower to pay interest or any other Obligations at the Default Rate;
(df) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(g) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, or the last sentence of Section 9.09 or clause (x) of the first sentence of Section 11.06(a) without the written consent of each Lender;
(h) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender; or
(i) release all or substantially all of the value of the Guaranty without the written consent of each Lender; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and each such Defaulting Lender shall be deemed to have approved or disapproved of any such amendment, waiver or consent hereunder in the same proportion as the non-Defaulting Lenders), except that (a) the Term Loan Commitment of such Lender may not be increased, extended or reinstated without the consent of such Lender, (b) no amendment, waiver or consent hereunder shall reduce the principal of, or the rate of interest specified herein on (subject to on, the last paragraph of this Section 10.01), any Term Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of such Lender directly entitled to such amount and (c) no amendment, waiver or consent hereunder shall postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments or payments of increased costs or indemnities) of principal or interest due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of such Lender directly entitled to such payment. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender or each directly and adversely affected Lender, or of each Lender directly entitled to a payment amount, or each affected therebyLender, and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 11.13; providedprovided that in the case of any non-consenting Lender such amendment, howeverwaiver, that consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary in this Agreement or any other Loan Document (including this Section 11.01), subject to Section 3.03, only the consent of the Administrative Agent and the Borrower shall be required to amend this Agreement to reflect an alternate rate of interest as to which the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;not have objected in accordance with Section 3.03.
Appears in 2 contracts
Sources: Senior Secured Bridge Credit Agreement (Clearway Energy LLC), Senior Secured Bridge Credit Agreement (Clearway Energy, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no (a) No amendment or waiver of any provision of this Agreement or any other Loan Documentthe Notes, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
: (a) waive any condition set forth of the conditions specified in Section 4.01(a) 3.01 without the written consent of each Lender;
all Lenders, (b) except as contemplated pursuant increase or, subject to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
, (c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to on, the last paragraph of this Section 10.01), any Loan Advances or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender all Lenders directly affected thereby; provided, however(d) postpone any date fixed for any payment of principal of, that only or interest on, the Advances or any fees or other amounts payable hereunder without the written consent of the Required all Lenders shall be necessary to amend directly affected thereby, (e) change the definition of “Default Rate” Required Lenders”, or 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 waive take any obligation action hereunder without the written consent of all Lenders, (f) add any currencies to the definition of Committed Currencies without the written consent of all Lenders directly affected thereby, (g) so long as any Designated Subsidiary is a Borrower hereunder, release the Company from its obligations under Section 7.01 without the written consent of all Lenders other than Defaulting Lenders or (h) amend this Section 9.01 without the written consent of all Lenders; and provided further that 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 the Agent under this Agreement or any Note.
(b) Any term or provision of this Section 9.01 to the contrary notwithstanding, if the Agent and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of this Agreement, then the Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any Borrower other party to pay interest or Letter this Agreement so long as the Lenders shall have received prior written notice thereof and the Agent shall not have received, within two Business Days of Credit Fees at the Default Rate;date of such notice, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
Appears in 2 contracts
Sources: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Mandate Letter), and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Majority Lenders and the Company or the applicable Loan Party, as the case may beBorrower, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) Article III without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Revolving Commitment of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 8.027.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement for any mandatory reduction of the Revolving Commitments without the written consent of each Lender;
(d) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(de) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan Advance or L/C BorrowingReimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the prior written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Majority Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(f) change Section 2.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(g) change any provision of this Section, or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(h) change the definition of “Borrowing Base” or the components thereof without the written consent of each Lender;
(i) release any Guarantor from the Guaranty or all or any substantial portion of the Collateral without the written consent of each Lender; provided, however, that any Guarantor or Collateral may be released if they are sold or transferred as permitted hereunder; or
(j) amend or waive Section 6.14(c) without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Revolving Advances are being funded by a SPC at the time of such amendment, waiver or other modification; and (iv) the Mandate Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Appears in 2 contracts
Sources: Credit Agreement (Diamondback Energy Services, Inc.), Credit Agreement (Diamondback Energy Services, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan DocumentAgreement, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders Borrower and the Company or Agent upon direction of the applicable Loan Party, as the case may be, Required Banks (subject to Section 2.11 with respect to any Defaulting Bank) and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not materially and adversely affect the rights of any Bank; provided further, however, that no such amendment, waiver or consent shall:, unless agreed to by the Agent and each of the Banks directly affected thereby (subject to Section 2.11 with respect to any Defaulting Bank):
(a) waive increase the amounts of or extend the terms of the Commitments of such Bank (it being understood that a waiver or modification of any condition set forth in Section 4.01(a) without precedent, covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of the written consent Commitments shall not constitute an extension or increase of each Lenderany Commitment of any Bank);
(b) except as contemplated pursuant to Section 2.15 and Section 2.18decrease or forgive the principal of, extend or increase decrease the Commitment rate of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without interest on, the written consent Notes of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of Bank, or decrease any condition precedent set forth in Section 4.02 fees or of any Default is not considered an extension or increase in Commitments of any Lender)other amounts payable hereunder to such Bank;
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or interest on, the rate Notes of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowingsuch Bank, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder to such Bank;
(d) release all or under any other Loan Document without substantially all of the written consent collateral held subject to Section 10.3, except as contemplated by such Section; or
(e) reduce the percentage in the definition of each Lender directly affected thereby; Required Banks or amend this Section 12.2. provided, howeverfurther that amendments, that only waivers or consents adversely affecting the rights of the Agent shall also require the consent of the Required Lenders shall be necessary Agent. Notwithstanding the foregoing provisions of this Section 12.2, with the agreement and consents of the Persons referred to amend therein, and without the definition necessity of “Default Rate” or to waive any obligation obtaining the approval of any Borrower other Banks hereunder, (i) amendments may be entered into as provided in Section 2.9 and (ii) Extension Amendments may be entered into pursuant to pay interest or Letter of Credit Fees at the Default Rate;Section 2.14.
Appears in 2 contracts
Sources: Credit Agreement (Otter Tail Corp), Credit Agreement (Otter Tail Corp)
Amendments, Etc. Subject to Section 3.03(b)3.03, Section 2.18 and the last paragraph of this Section 10.01, or otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) modify Section 2.14, Section 8.03 or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments otherwise required hereunder without the written consent of each Lender;
(f) amend Section 1.06 or the definition of “Alternative Currency” or “Eligible Currency” without the written consent of each Lender; or
(g) change any provision of this Section or the definition of “Applicable Percentage,” “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 (and disproportionately) than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer, the Borrower and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Alternative Currency Daily Rate;” or “Alternative Currency Term Rate” or Section 1.06 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.06. Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Notwithstanding any provision herein to the contrary, 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 (including the schedules and exhibits thereto), 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 any further action or consent of any other party to this Agreement; provided that the Administrative Agent shall provide each such amendment implementing such changes to the Lenders reasonably promptly after such amendment becomes effective.
Appears in 2 contracts
Sources: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)
Amendments, Etc. Subject to Section 3.03(b)the Intercreditor Agreement, unless otherwise expressly provided, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each LenderLender subject to the last paragraph of such Section;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled directly affected thereby (except with respect to such payment; providedany modifications of the provisions relating to amounts, howevertiming or application of optional prepayments of Loans and other Obligations, that which modification shall require only the consent approval of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default RateLenders);
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (ivii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to (i) amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender;
(g) release any Guarantor from its respective Guaranty or release all or substantially all of the value of any Guaranty without the written consent of each Lender, except to the extent the release of any Subsidiary Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(h) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender, except to the extent the release of any Collateral is permitted pursuant to Section 9.10 (in which case such release may be made by the Collateral Agent acting alone); and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Further, notwithstanding anything to the contrary, any Loan Document (including any Schedule or Exhibit thereto) may be updated, waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Company and the Collateral Agent or the Administrative Agent, as applicable (without the consent of any Lender or Secured Creditor), to correct an immaterial defect or error or outdated information or to grant a new Lien for the benefit of the Secured Creditors or extend an existing Lien over additional property. Notwithstanding any provision herein to the contrary the Administrative Agent, the Company and the Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least two Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within two 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, modification or supplement.
Appears in 2 contracts
Sources: Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cb) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(dc) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(d) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(e) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(f) release all or substantially all of the value of the Guarantees given by the Guarantors without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) Section 10.06(f) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Sources: Term Loan Agreement (Potlatch Corp), Term Loan Agreement (Potlatch Corp)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrower, and acknowledged by the Administrative Agent, do any of the following:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without Document;
(c) reduce the written consent principal of, or the rate of each Lender entitled interest specified herein on, any Loan or L/C Borrowing or (subject to such payment; clause (B) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document, provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of the Company Borrower to pay interest at the Default Rate;
(d) reduce change the percentage of the Aggregate Commitments or of the aggregate unpaid principal of, or amount of the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or Loans and L/C BorrowingObligations which is required for the Lenders or any of them to take any action hereunder;
(e) change the Pro Rata Share of any Lender;
(f) Release any Guarantor from a Guaranty; or
(g) amend this Section, or Section 2.12, or any provision herein providing for unanimous consent or other action by all the Lenders; and, provided further, that (subject i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to clause (iv) the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the second proviso L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Section 10.01) any fees Agreement or other amounts payable hereunder or under any other Loan Document Document; and (iii) the Agent/Arranger Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Sunoco Logistics Partners Lp), Credit Agreement (Sunoco Logistics Partners Lp)
Amendments, Etc. Subject to Section 3.03(b)3.07, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that:
(a) no such amendment, waiver or consent shall:
(ai) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.029.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 5.03 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments any Commitment of any Lender);
(cii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction, if any, of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment; provided, however, that only the consent of the Required Lenders shall payment or whose Commitments are to be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratereduced;
(diii) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (ivi) of the second final proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to receive such amount; provided, howeverthat, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(iv) change Section 2.12(f), Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(vi) release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral;
(vii) release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 8.04 or Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.10(c) (in which case such release may be made by the Administrative Agent acting alone); or
(viii) waive any condition set forth in Section 5.02 without the written consent of each Lender;
(b) prior to the termination of the Aggregate Revolving Commitments, unless also signed by Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure, no such amendment, waiver or consent shall (i) waive any Default for purposes of Section 5.03(b), (ii) amend, change, waive, discharge or terminate Section 5.03 or 9.01 in a manner adverse to such Lenders or (iii) amend, change, waive, discharge or terminate Section 8.11 (or any defined term used therein) or this Section 11.01(b);
(c) no amendment, waiver or consent shall affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it without the consent of such L/C Issuer;
(d) unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and
(e) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, that, notwithstanding anything in this Agreement or any other Loan Document to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitments of such Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders, (v) this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Loan Parties (A) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (B) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder, (vi) the Administrative Agent and the Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (A) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five 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, (vii) the L/C Commitment of any L/C Issuer may be modified pursuant to any agreement solely among such L/C Issuer, the Borrower, and the Administrative Agent and (viii) the Borrower and the Administrative Agent may enter into any Incremental Amendment in accordance with Section 2.16 and such Incremental Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action or consent of any other party to any Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Concentrix Corp), Credit Agreement (Synnex Corp)
Amendments, Etc. Subject to Section 3.03(b)Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Intercreditor Agreement), and no consent to any departure by the Company any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Parent Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that none of (i) a waiver of any condition precedent set forth in Section 4.02 or 4.02, (ii) the waiver of any Default is not considered Default, mandatory prepayment or mandatory reduction of the Commitments, or (iii) the making of any Protective Advance shall constitute an extension or increase in Commitments of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal, interest, fees principal or other amounts due to the Lenders interest under Section 2.07 or 2.08 or fee under Section 2.03 or 2.09
(or any of thema) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(dc) reduce the principal of, or the rate of interest or premium specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or Secured Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest; providedprovided that, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share”, 2.06(c) relating to pro rata sharing, 2.13 or 8.03 without the written consent of each Lender affected thereby;
(e) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(f) other than in a transaction permitted under Section 7.04, release all or substantially all of the aggregate value of the Obligations of the Subsidiary Borrowers and the Guaranty, without the written consent of each Lender;
(g) change the currency in which any Loan is denominated or interest or fees thereon is paid without the written consent of the Lender holding such Loans;
(h) amend the definition of “Interest Period” to allow intervals in excess of six months or shorter than one month without the agreement of each affected Lender without the written consent of each Lender affected thereby; or
(i) increase the advance rate provided for in the definition of the term “Borrowing Base” above 90% without the written consent of each Lender or (b) make any other increase in the advance rate provided for in the definition of the term “Borrowing Base” or make any change to the definition (or any other defined term set forth therein) of the term “Borrowing Base” if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, without the written consent of the Supermajority Lenders, provided that the foregoing clauses (a) and (b) shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the consent of the Supermajority Lenders; or; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of a L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. 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 the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders). No amendment or waiver of any provision of the Intercreditor Agreement shall be effective unless consented to in writing by the Required Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Parent Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents and the Revolving Credit Loans 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. The Parent Borrower will not directly or indirectly, pay or cause to be paid any consideration, to or for the benefit of any Lender for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Agreement or any other Loan Document unless such consideration is offered to be paid to all Lenders and is paid to all Lenders that consent, waive or agree to amend in the time frame set forth in the documents relating to such consent, waiver or agreement.
Appears in 2 contracts
Sources: Credit Agreement (CC Media Holdings Inc), Credit Agreement (C C Media Holdings Inc)
Amendments, Etc. All rights granted to the Shareholders under this Declaration of Trust are granted subject to the reservation of the right to amend this Declaration of Trust as herein provided, except that no amendment shall repeal or adversely affect the limitation on personal liability of any Shareholder or Trustee, or the prohibition of assessment upon the Shareholders except as herein provided, without the express consent of each Shareholder or Trustee involved. Subject to Section 3.03(b)the foregoing, no this Declaration of Trust may be amended at any time by the Trustees, except that the Trustees may not amend this Declaration of Trust to eliminate the rights of Shareholders of any Class or Series to vote on any amendment of this Declaration of Trust or the By-Laws or alter or amend the percentage of voting shares required to approve any amendment or waiver action which requires a Shareholder vote under this Declaration of Trust or the By-Laws unless an equivalent vote has authorized such an amendment of the Declaration of Trust or By-Laws. Any amendment which adversely affects the holders of one or more Classes or Series of Shares shall require a vote of the Shareholders holding a majority of the Shares of each Class or Series so adversely affected and entitled to vote thereon and no vote of Shareholders of any Class or Series not so adversely affected shall be required, except that any amendment of any provision of Section 7.1, 7.2 or this Agreement or any other Loan Documentsubclause (a) of Section 7.4 of Article VII shall require a vote of the Shareholders holding 67%, and no consent to any departure by regardless, of the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no percentage of Trustees recommending such amendment, waiver or consent shall:or
(a) waive any condition set forth in Section 4.01(a4.1(c) without the written consent or Section 4.1(d) of each Lender;
Article IV, Section 5.4 of Article V, Section 7.3 of Article VII or this subclause (b) except as contemplated pursuant of Section 7.4 of Article VII shall require the vote of the Shareholders holding 75%, regardless of the percentage of Trustees recommending such amendment, of the Shares of each Class or Series entitled to Section 2.15 and Section 2.18, extend or increase vote thereon. Amendments having the Commitment purpose of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without changing the written consent name of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 the Trust or of supplying any Default is omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision contained herein shall not considered an extension or increase in Commitments of any Lender);
require authorization by Shareholder vote. The Trust’s filings with the Commission (cincluding but not limited to: registration statements and supplements thereto, proxy statements, annual and semi-annual shareholder reports, Form N-Q, Form N-PX and related filings and disclosures) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due shall not be deemed to modify the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph provisions of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) Declaration of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Trust.
Appears in 2 contracts
Sources: Agreement and Declaration of Trust (John Hancock Premium Dividend Fund), Agreement and Declaration of Trust (John Hancock Premium Dividend Fund)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 or Section 4.02 without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) [Intentionally Omitted];
(e) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (ivv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(f) change Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or
(h) release the Company from the Company Guaranty without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Sources: Term Loan Agreement (Thermo Fisher Scientific Inc.), Bridge Credit Agreement (Thermo Fisher Scientific Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a4.01 (other than Section 4.01(e)(i) or (f)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected therebyentitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender;
(g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or
(h) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Restricted Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of any L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (JP Energy Partners LP)
Amendments, Etc. Subject to Section 3.03(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
Appears in 2 contracts
Sources: Amendment No. 2 to Credit Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc)
Amendments, Etc. Subject to Section 3.03(b), (c) and (d), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Company Borrower or the applicable Loan PartyGuarantor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release the Guaranty without the written consent of each Lender. 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, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;
Appears in 2 contracts
Sources: Credit Agreement (Istar Inc.), Credit Agreement (Safehold Inc.)
Amendments, Etc. Subject to Section 3.03(b), no amendment or (a) No waiver of any provision of this Agreement or any other Loan Document, and no nor consent to any departure by the Company Borrower or the Servicer therefrom shall in any other Loan Party therefrom, shall event be effective unless (w) the same shall be in writing writing, (x) to the extent practical, the Deal Rating Agency shall have been provided ten (10) days' prior written notice thereof, (y) to the extent required under the Hedge Agreements, the Hedge Counterparties shall have consented to such waiver, and (z) such waiver shall have been signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
(b) No amendment to this Agreement shall be effective unless (w) the same shall be in writing, (x) to the extent practical, the Deal Rating Agency shall have been provided ten (10) days' prior written notice thereof, (y) to the extent required under the Hedge Agreements, the Hedge Counterparties shall have consented to such amendment, and (z) except as otherwise specifically provided herein, such amendment shall have been signed by each of the Borrower, the Servicer and the Required Lenders; provided, howeverthat that no amendment, modification or waiver shall change a Lender's Commitment, its Lender Group's Lending Group Limit, its Conduit Lending Limit or its CP Rate without its prior written consent; and, provided, further, that no such amendment, modification or waiver or consent shall:
(a) waive shall do any condition set forth in Section 4.01(a) of the following without the written consent of each Lender;all of the Committed Lenders which are at such time non-defaulting Lenders (unless otherwise indicated):
(bi) except as contemplated pursuant extend the Termination Date; provided that fewer than all of the Committed Lenders may, solely with respect to themselves, agree in accordance with the terms of Section 2.15 and Section 2.18, 2.02
(c) to extend or increase the Commitment of Termination Date; provided further that (A) such extension shall not apply to any Lender that shall not have agreed to such extension and (or reinstate any Commitment terminated pursuant to Section 8.02B) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c2.02(c)(y)(2) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that may only be waived with the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal ofall Committed Lenders, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;including all then non-extending Committed Lenders,
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Harley Davidson Inc), Loan and Servicing Agreement (Harley Davidson Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or of any other Loan Document, and no consent to any departure by the Company Borrower herefrom or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing signed by the Required Lenders and the Company or the applicable Loan Partywriting, as the case may be, and acknowledged by the Administrative AgentAgent and signed or consented to by the Majority Lenders, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shallshall do any of the following:
(a) waive increase the Commitment of any condition set forth in Lenders (other than by assignment) or subject any Lender to any additional monetary obligation without the written consent of such Lender;
(b) reduce the principal of, or interest (other than any default interest payable pursuant to Section 4.01(a2.10) on, any Committed Loan or any fees payable hereunder without the written consent of each Lender affected thereby;
(c) extend the Maturity Date or any date fixed for any payment of interest on, the Committed Loans or any fees payable hereunder without the written consent of each Lender affected thereby;
(d) change the percentage of the Commitments or the percentage of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder without the written consent of each Lender;; or
(be) except as contemplated pursuant to amend this Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 10.02 without the written consent of each Lender. Notwithstanding the foregoing, if (i) any covenant or event of default or other term in the New 364-Day Credit Agreement shall be more restrictive with respect to the Borrower and its Subsidiaries (or more favorable to the lenders thereunder) than any covenant, Event of Default or other term set forth in Article VI, VII or VIII hereof, or (ii) the rate at which facility fees accrue under the New 364-Day Credit Agreement shall be higher than the rate at which facility fees accrue under Section 3.01(a) hereof, then in each case this Agreement shall be deemed automatically amended, and no consent or acknowledgment in writing or otherwise of the Borrower or any Lender entitled shall be required, to incorporate such paymentmore restrictive covenant, event of default or other term, or such higher facility fee rate, into this Agreement; provided, however, that only upon request by the consent of Administrative Agent, the Required Lenders Borrower shall be necessary to amend the definition of “Default Rate” or to waive promptly acknowledge in writing any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;such amendment.
Appears in 2 contracts
Sources: Receivables Bridge Credit Agreement (Ibp Inc), Credit Agreement (Ibp Inc)
Amendments, Etc. Subject to Section 3.03(b)(a) No modification, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Account Control Agreements), and no consent to any departure by the Company Borrower or any other Loan Party Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company (or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or Agent with the consent shall be effective only in of the specific instance and for the specific purpose for which givenRequired Lenders); provided, however, that (x) the ABL Intercreditor Agreement, the Term Intercreditor Agreement and any other intercreditor agreement entered into in accordance with the terms of this Agreement may be amended, modified or supplemented in accordance with their respective terms) and (y) no such amendmentmodification or amendment shall (i) decrease the principal amount of, waiver or consent shall:
(a) extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any condition set forth in Section 4.01(a) such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment of or decrease or extend the date for payment of any Fees to any Lender without the prior written consent of such Lender, (iii) amend or modify Section 2.16(b), the pro rata requirements of Section 2.16, the provisions of Section 10.03(a)(i), the provisions of this Section or the definition of the terms “Secured Obligations” or “Required Lenders” without the prior written consent of each Lender;
, (biv) except as contemplated pursuant release all or substantially all of the Liens granted to Section 2.15 and Section 2.18the Agent hereunder or under any other Loan Document, extend or increase release all or substantially all of the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) Guarantors without the prior written consent of such ▇▇▇▇▇▇ each Lender or (it being understood and agreed that a waiver v) change the provisions of any condition precedent set forth Loan Document in Section 4.02 a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans or Commitments of any Default is not considered an extension one Class differently from the rights of Lenders holding Loans or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and Commitments of each adversely affected Class; provided, further, that no such agreement shall amend, modify or any other Loan Document for any payment otherwise affect the rights or duties of principal, interest, fees or other amounts due to the Lenders (or any of them) Agent hereunder or under any other Loan Document without the prior written consent of each Lender entitled the Agent. No notice to such payment; providedor demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, however, that only the consent of the Required Lenders similar or other circumstances. Each assignee under Section 10.03(b) shall be necessary to amend the definition of “Default Rate” or to waive bound by any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal ofamendment, modification, waiver, or consent authorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest on the rate Loans held by such Lender. No amendment to this Agreement shall be effective against any Loan Party unless (i) in the case of interest specified herein on an amendment to this Agreement other than to Article 9 hereof, such amendment is signed by the Borrower and (subject ii) in the case of an amendment to the last paragraph Article 9 of this Section 10.01)Agreement, any such amendment is signed by such Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;Party.
Appears in 2 contracts
Sources: Term Loan and Guaranty Agreement (Tower International, Inc.), Term Loan and Guaranty Agreement (Tower International, Inc.)
Amendments, Etc. Subject to Section 3.03(b)(a) No modification, no amendment or waiver of any provision of this Agreement, the Security and Pledge Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver modification or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 amendment shall without the written consent of each Lender entitled to affected thereby (x) increase the Commitment of such payment; providedLender (it being understood that a waiver of an Event of Default shall not constitute an increase in the Commitment of a Lender), however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(dy) reduce the principal of, amount of any Loan (or any unreimbursed Letter of Credit) or the rate of interest specified herein on payable thereon, or extend any date for the payment of interest, principal or fees hereunder or reduce any Fees payable hereunder or extend the final maturity of the Loan Parties’ obligations hereunder (subject to the last paragraph of this Section 10.012.30 and Section 2.31); and, any Loan provided, further, that no such modification or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document amendment shall without the written consent of (A) all of the Lenders (i) amend or modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders or the consent or approval of each affected Lender, (ii) amend this Section 9.10 or the definition of Required Lenders or Super-majority Lenders, (iii) amend or modify the Superpriority Claim status of the Lenders contemplated by Section 2.24, (iv) increase the Total Revolving Commitment by an amount in excess of US$100,000,000, (v) release all or substantially all of the Collateral from the Liens created hereunder and under the other Loan Documents or (B) the Super-majority Lenders (i) release any material portion (but less than all or substantially all) of the Collateral from the Liens created hereunder and under the other Loan Documents (other than with respect to asset sales permitted under Section 6.12), (ii) release any Loan Party from its joint and several obligations under ARTICLE 10, (iii) alter the eligibility standards or amend any of the component definitions used in determining the Borrowing Bases in a manner which would increase the amount of the Borrowing Bases, (iv) increase the Total Revolving Commitment by an amount up to US$100,000,000, (v) increase the advance rates in calculation of the Borrowing Bases, (vi) change Section 7.1(f) or (vii) change Section 2.33. No such amendment or modification may adversely affect the rights and obligations of the Agents or any Fronting Bank hereunder without its prior written consent. No notice to or demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 9.3 shall be bound by any amendment, modification, waiver, or consent authorized as provided herein, and any consent by a Lender directly affected thereby; provided, however, that only shall bind any Person subsequently acquiring an interest on the Loans held by such Lender. No amendment to this Agreement shall be effective against any Loan Party unless in writing and signed by such Loan Party. The Administrative Agent shall provide written notice to the monitor in the Canadian Cases promptly following any request from the Canadian Loan Parties pursuant to this Agreement or any of the other Loan Documents for the consent of the Required Lenders to release any material portion of or all or substantially all of the Collateral from the Liens in favor of the Agents on behalf of the Secured Parties or for the release of the proceeds of such Collateral from such Liens.
(b) Notwithstanding anything to the contrary contained in Section 9.10(a), in the event that any Loan Party requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders or the consent of the Super-majority Lenders and such modification or amendment is agreed to by the Consenting Lenders (as hereinafter defined), then with the consent of the Loan Parties and the Consenting Lenders, the Loan Parties and the Consenting Lenders shall be necessary permitted to amend the definition Agreement without the consent of the Lender or Lenders which did not agree to the modification or amendment requested by such Loan Party (such Lender or Lenders, collectively the “Default Rate” Minority Lenders”) to provide for (w) the termination of the Commitment of each of the Minority Lenders, (x) the addition to this Agreement of one or more other financial institutions (each of which shall be an Eligible Assignee), or an increase in the Revolving Commitment of one or more of the Consenting Lenders, so that the Total Revolving Commitment after giving effect to waive such amendment shall be in the same amount as the Total Revolving Commitment immediately before giving effect to such amendment, (y) if any obligation of any Borrower to pay interest or Letter of Credit Fees Loans are outstanding at the Default Rate;time of such amendment, the making of such additional Loans by such new financial institutions or Consenting Lender or Lenders, as the case may be, as may be necessary to repay in full the outstanding Loans of the Minority Lenders immediately before giving effect to such amendment and (z) such other modifications to this Agreement as may be appropriate. As used herein, the term “Consenting Lenders” shall mean, at any time, Lenders having aggregate Total Canadian Outstandings, Total U.S. Outstandings and unused Commitments representing more than 66-2/3% of the aggregate Total Canadian Outstandings, Total U.S. Outstandings and unused Commitments at such time.
Appears in 2 contracts
Sources: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
Amendments, Etc. Subject to Section 3.03(b)Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section Sections 4.01 and 4.02 or of any Default is Default, mandatory prepayment or mandatory reduction of the Aggregate Commitments shall not considered constitute an extension or increase in Commitments of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(dc) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause subsection (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(d) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(e) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or
(f) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release shall be made in accordance with the terms of Section 9.10, including evidence of such release made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) either of the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitment or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders, except increasing such Defaulting Lender’s Commitment or extending date fixed hereunder for payment). Notwithstanding the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, if the Administrative Agent and the Borrower identify any ambiguity, omission, mistake, typographical error, inconsistency or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower are permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error, inconsistency or other defect; provided that, no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swing Line Lender or the L/C Issuer hereunder without the prior written consent of the Administrative Agent, the Swing Line Lender or the L/C Issuer, as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp)
Amendments, Etc. Subject to Section 3.03(b)Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Intercreditor Agreement), and no consent to any departure by the Company any Borrower or any other Loan Party Holdings therefrom, shall be effective unless in writing signed by the Required Lenders and the Company applicable Borrower or the applicable Loan PartyHoldings, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ each Lender directly affected thereby (it being understood and agreed that none of (i) a waiver of any condition precedent set forth in Section 4.02 or 4.02, (ii) the waiver of any Default is not considered Default, mandatory prepayment or mandatory reduction of the Commitments and (iii) the making of any Protective Advance in accordance herewith shall constitute an extension or increase in Commitments of any Commitment of any Lender);
(cb) postpone any date fixed by this Agreement scheduled for, or any other Loan Document for reduce the amount of, any payment of principal, interest, fees principal or other amounts due to the Lenders (interest under Section 2.07 or any of them) hereunder or under any other Loan Document 2.08 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(dc) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iviii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definitions of Total Leverage Ratio or Senior Secured Leverage Ratio or, in each case, in the component definitions thereof shall not constitute a reduction in the rate of interest; providedprovided that, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(d) change any provision of this Section 10.01, the definition of “Required Lenders”, “Supermajority Lenders” or “Pro Rata Share” or any provision of Section 2.06(c), 2.13 or 8.03 without the written consent of each Lender affected thereby;
(e) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(f) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the aggregate value of the Obligations of the Subsidiary Borrowers and the Guaranty, without the written consent of each Lender;
(g) change the currency in which any Loan is denominated of any Loan without the written consent of the Lender holding such Loans; or
(h) change the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, without the written consent of the Supermajority Lenders, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the consent of any Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of a L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. 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 the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders). No amendment or waiver of any provision of the Intercreditor Agreement shall be effective unless consented to in writing by the Required Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Parent Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Credit Loans 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. Notwithstanding anything to the contrary contained in Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Parent Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Biolectron, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each LenderLender directly affected thereby;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is shall not considered be deemed to be an extension or increase in Commitments the Commitment of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to receive such payment;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Advance, or (subject to clause (iii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(de) reduce the principal of, except as expressly provided in this Agreement or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, release all or substantially all of the Collateral without the written consent of each Lender directly affected therebyLender; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default RateEligible Collateral” except that the consent of 100% of the Lenders shall be required to increase the applicable percentages set forth on Schedule 1.02;
(f) change Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders” or “Applicable Percentage” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any obligation rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or
(h) release Alterra Capital from its obligations under Article X without the written consent of each Lender; and, provided, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Administrator and/or the Fronting Bank in addition to the Lenders required above, affect the rights or duties of the L/C Administrator and/or the Fronting Bank under this Agreement or any Borrower Issuer Document relating to pay interest or any Letter of Credit Fees at issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Default Rate;Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended nor may the principal amount of any Loan or L/C Advance owed to such Defaulting Lender be decreased or the payment date postponed 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (Markel Corp), Credit Agreement (ALTERRA CAPITAL HOLDINGS LTD)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (ivv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, or change the specific Debt Ratings in any Pricing Level in the definition of Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release the Guarantor from the Guaranty without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. 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 the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 2 contracts
Sources: 5 Year Credit Agreement (Wellpoint Inc), Credit Agreement (Anthem Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beBorrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(dc) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder (including pursuant to Section 2.06) or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(d) change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or
(e) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 2 contracts
Sources: Credit Agreement (Hcp, Inc.), Credit Agreement (Health Care Property Investors Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Facility Document, and no consent to any departure by the Company Borrower or any other Loan Party Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders (provided that any Defaulting Lender shall be deemed not to be a “Lender” for purposes of calculating the Required Lenders (including the granting of any consents or waivers) with respect to any of the Facility Documents) and the Company or Borrower and the applicable Loan Party, as the case may be, Parties and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, provided that no such amendment, waiver or consent shall:
, unless in writing and signed by each Lender that would be directly and adversely affected thereby, the Administrative Agent and/or the Collateral Agent, as the case may be, do any of the following: (a) waive any condition set forth of the conditions specified in Section 4.01(a) without the written consent of each Lender;
Article III, (b) except as contemplated pursuant to Section 2.15 and Section 2.18reduce the principal of, extend or increase the Commitment interest on, any Loan, any reimbursement obligation in respect of any Lender (Letter of Credit or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any Loan or any other amounts payable hereunder (other than the dates for any mandatory prepayments under Section 2.14), (d) increase any Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment or extend the stated expiration date of any Letter of Credit beyond the Commitment Termination Date, (e) release all or substantially all of the value of the Guarantee hereunder or release all or substantially all of the Collateral, (f) change the percentage of the aggregate unpaid principal amount of the Loans or the number of Lenders that shall be required for Lenders or any of them to take any action hereunder or (g) amend the definition of “Required Lenders,” “Pro Rata Share” or this Section 9.01; provided, further that no amendment, waiver or consent shall (i) unless in writing and signed by the relevant Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or any other Loan Facility Document for any payment of principalor (ii) unless in writing and signed by the Issuing Bank, interestamend, fees modify, terminate or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject Lenders relating to the last paragraph purchase of participations in Letters of Credit as provided in Section 2.05(e). In addition, notwithstanding anything else to the contrary contained in this Section 9.01, (a) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Facility Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (b) the Administrative Agent and the Borrower shall be permitted to amend any provision of any Security Document to better implement the intentions of this Section 10.01)Agreement and the other Facility Documents, and in each case, such amendments shall become effective without any Loan further action or L/C Borrowing, or (subject to clause (iv) consent of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan party to any Facility Document without if the written consent of each Lender directly affected thereby; provided, however, that only the consent of same is not objected to in writing by the Required Lenders shall be necessary to amend the definition within five (5) Business Days following receipt of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;notice thereof.
Appears in 2 contracts
Sources: Revolving Loan Agreement (CURO Group Holdings Corp.), Revolving Loan Agreement (CURO Group Holdings Corp.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments under Section 2.05(b)) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(dc) reduce or forgive the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(d) change (i) Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the Term B Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(e) change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(e)), without the written consent of each Lender, or (ii) the definition of “Required Revolving Lenders” or “Required Term Lenders” without the written consent of each Lender under the applicable Facility;
(f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(g) release any Guarantor from the Guaranty, without the written consent of each Lender; or
(h) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term B Facility, the Required Term Lenders and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.15; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term B Loans and the Revolving Credit Loans 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.
Appears in 2 contracts
Sources: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) (other than any condition pursuant to Section 4.01(a)(viii)) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) or increase or extend the obligation of any Lender to accept Drafts except as permitted by Section 2.15, in each case without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 (including a decrease in any amount payable in respect of the Bankers’ Acceptance Facility) or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (ivv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby or amend the definition of “Pro Rata Share”, without the written consent of each Lender;
(f) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release the Company from the Company Guaranty without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Canadian Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Canadian Administrative Agent under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 11.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, only in a writing executed by the parties thereto. 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 the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 2 contracts
Sources: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that that:
(a) no such amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:
(ai) waive any condition set forth of the conditions specified in Section 4.01(a4.01;
(ii) release all or substantially all of the value of the Guaranty, except a Guarantor that has ceased to be a Subsidiary of the Borrower in a transaction permitted under this Agreement or release all or substantially all of the Collateral in any transaction or series of related transactions, except such releases relating to sales of property permitted under Section 7.06;
(iii) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;
(iv) reduce, forgive or waive the principal of, or interest on, the Term Loan without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18the Term Lenders affected thereby, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) Revolver Loan without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Revolver Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal ofaffected thereby, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document to Lenders without the written consent of the Lenders affected thereby;
(v) postpone, waive or otherwise defer any date scheduled for any payment of principal of or interest on the Loans or any fees or other amounts payable to Lenders;
(vi) change the order of application of any prepayment set forth in Section 2.05; or
(vii) change the order of application of any payment set forth in Section 8.03 in any manner that materially affects such Lender.
(b) no amendment, waiver or consent shall, unless in writing and signed by the Required Revolver Lenders and each Lender directly affected therebyby such amendment, waiver or consent:
(i) reduce, forgive or waive the principal of, or interest on, any Revolver Loan, or any fees or other amounts payable hereunder to the Revolver Lenders; providedor
(ii) increase the Aggregate Revolver Commitment of such Revolver Lender (or reinstate any commitment terminated pursuant to Section 8.02).
(c) no amendment, howeverwaiver or consent shall, unless in writing and signed by all of the Term Lenders, reduce, forgive or waive the principal of, or interest on, the Term Loan, or any fees or other amounts payable hereunder to the Term Lenders; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;such Lender.
Appears in 2 contracts
Sources: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.029.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 ARTICLE IV or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (ii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such paymentamount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company Borrower to pay interest at the Default Rate;
(d) reduce change (i) Section 9.03 in a manner that would alter the principal of, or the rate pro rata sharing of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document payments required thereby without the written consent of each Lender directly or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans under the Facility from the application thereof set forth in Section 2.04(b)(iv), in any manner that materially and adversely affects the Lenders under the Facility without the written consent of each affected therebyLender;
(e) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(f) release all or substantially all of the Collateral in any transaction or series of related transactions (except pursuant to a Release Request in accordance with the terms herein), without the written consent of each Lender;
(g) release the Borrower or permit the borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender; provided, however, that only or
(h) impose any greater restriction on the ability of any Lender under the Facility to assign any of its rights or obligations hereunder without the written consent of the Required Lenders under the Facility; and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein; each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (C) the Required Lenders shall determine whether or not to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be necessary binding on all of the Lenders. Notwithstanding anything to amend the definition contrary herein the Administrative Agent may, with the prior written consent of “Default Rate” the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to waive cure any obligation ambiguity, omission, mistake, defect or inconsistency. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower (I) to add one or more additional term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facility hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facility hereunder, and (II) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facility to obtain comparable tranche voting rights with respect to each such new facility and to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to pay interest or Letter of Credit Fees at the Default Rate;be made pursuant to this paragraph).
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Solarcity Corp)
Amendments, Etc. Subject to Section 3.03(b)3.03(c) and the last three paragraphs of this Section 10.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.12(a), Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (iv) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended and the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuers, the Borrower and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Term SOFR” or Section 1.06 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.06. Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Notwithstanding any provision herein to the contrary, 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 (including the schedules and exhibits thereto), 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 any further action or consent of any other party to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Qualcomm Inc/De)
Amendments, Etc. Subject to Section 3.03(b3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;
(c) reduce the principal of, or the rate of interest (other than a waiver of default interest) specified herein on, any Loan, or (subject to clause (ii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such paymentamount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate”;
(d) reduce change Section 2.15 or Section 8.03 in a manner that would alter the principal of, or the rate pro rata sharing of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document payments required thereby without the written consent of each Lender directly adversely affected thereby;
(e) change any provision of this Section 11.01 or the definition of “Required Lenders,” without the written consent of each Lender;
(f) change the definition of the term “Borrowing Base” or any component definition thereof is as a result thereof the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate eligibility criteria or Reserves;
(g) modify the definition of Permitted Overadvances so as to increase the amount thereof or, except as provided in such definition, the time period for a Permitted Overadvance without the written consent of each Lender;
(h) subordinate the Obligations hereunder or, except pursuant to the Intercreditor Agreement and Section 9.10(c), the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Liens, as the case may be, without the written consent of each Lender.
(i) except for releases of Collateral in accordance with the provisions of Section 9.10 hereof, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(j) except for releases of a Guarantor in accordance with the provisions of Section 9.10 hereof, release all or substantially all of the Guarantors, without the written consent of each Lender; or
(k) waive any condition set forth in Section 4.01, without the written consent of each Lender; and provided, howeverfurther, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Co-Collateral Agent, the Issuing Lender and/or the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Administrative Agent, the Co-Collateral Agent, the Issuing Lender and/or the Swing Line Lender in their capacities as such under this Agreement or any other Loan Document, (ii) the Administrative Agentany Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (iii) notwithstanding anything to the contrary, any amendment, waiver or modification of Section 7.12 or Section 8.02 (or terms or definitions that as amended, waived or modified only affect Section 7.12 or Section 8.02) shall require the consent of the Required Lenders and shall not require the consent of any other Lender. 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 the Revolving Credit Commitment of such Lender may not be necessary increased or extended without the consent of such Lender and any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Parent Borrower may replace such non-consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Parent Borrower to be made pursuant to this paragraph). Notwithstanding the foregoing, (i) this Agreement, including this Section 11.01, and the other Loan Documents may be amended (or amended and restated) pursuant to Section 2.08 in order to add Revolving Credit Commitment Increases to this Agreement and (a) to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Credit Loans and the accrued interest and fees in respect thereof, (b) to include appropriately the Lenders holding such credit facility in any determination of the required consent of the Lenders pursuant to this Section 11.01, and (c) to amend any other provision of the definition of “Default Rate” or to waive any obligation Loan Documents so that the terms of any Borrower Incremental Amendment are appropriately incorporated (including this Section 11.01) and (ii) this Agreement may be amended with the consent of only the Issuing Lender and the Borrowers in order to pay interest or Letter add an additional initial Issuing Lender to issue Letters of Credit Fees at on the Default Rate;terms set forth herein.
Appears in 1 contract
Sources: Credit Agreement (Leslie's, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Section 4.01(a) (iii) or (iv) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit L/C Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; (iv) any agent fee letter between Borrower and Agent may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) Swap Contracts and Banking Services Agreements shall not constitute Loan Documents for purposes of Section 10.01. 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.
Appears in 1 contract
Sources: Credit Agreement (Celadon Group Inc)
Amendments, Etc. Subject to Section 3.03(b3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) 4.01 without the written consent of each Lender;
(b) except without limiting clause (a) above, waive any condition set forth in Section 4.02 as contemplated pursuant to Section 2.15 and Section 2.18, any Credit Extension under the Revolving Facility without the written consent of the Required Revolving Lenders;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cd) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(de) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (ivd) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(f) change Section 8.03 in any manner or change Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby, in each case, without the written consent of each Lender;
(g) subordinate any Obligations to any other Indebtedness without the written consent of each Lender directly affected thereby, other than any “debtor in possession” facility or similar financing incurred by the Company or any other Loan Party in a proceeding under Debtor Relief Laws in which the Company or any other Loan Party is a debtor;
(h) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Revolving Lender;
(i) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or
(j) release the Company from the Company Guaranty or all or substantially all of the value of the Parent Guaranty and Subsidiary Guaranty, taken together, without the written consent of each Lender, except to the extent the release of any Subsidiary Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lenders in addition to the Lenders required above, affect the rights or duties of Swing Line Lenders under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Sustainability Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of the Administrative Agent or the Sustainability Agent, as applicable under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) this Agreement may be amended with only the written consent of the Administrative Agent and the Company solely to effect technical or jurisdiction-specific amendments relating to (A) the availability of Loans in an additional currency approved by the Administrative Agent and the Lenders in accordance with Section 1.06 or (B) the designation of a Foreign Subsidiary as a Designated Borrower approved in accordance with Section 2.14. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Celanese Corp)
Amendments, Etc. Subject to Section 3.03(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan PartyBorrower, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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) or any mandatory reduction of the Aggregate Term Loan Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; CHAR1\1866229v4 provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby or change Section 8.03, in each case, without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and
(g) modify the pro rata distribution of payments, proceeds, or fees payable to Lenders under this Agreement without the written consent of each Lender; provided further, that (i) [reserved]; (ii) [reserved]; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender, and (y) any waiver, amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders shall require the consent of such Defaulting Lender and (z) Section 2.13 and Section 8.03 may not be changed in a manner that would alter the pro rata sharing of payments required thereby, in each case without the consent of such Lender.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company (or the applicable Loan PartyAdministrative Agent with the consent of the Required Lenders) and such Borrower, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverthat, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without extend the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18expiry date of, extend or increase increase, the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ Lender (it being understood and agreed that a waiver of waiver, modification or amendment of, or consent to departure from, any condition precedent set forth in Section 4.02 or of any Default Default, representation or warranty or covenant, or a mandatory prepayment of, or mandatory reduction in, Commitments is not considered an extension or increase in Commitments the Commitment of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment (other than any mandatory prepayment) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(dc) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, Disbursement or (subject to clause (iv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, howeverthat, that only the consent of the Required Lenders shall be necessary to (i) amend the definition of “Default Rate” or to waive any obligation of any Borrower the Borrowers to pay interest or interest, Letter of Credit Fees or other amounts at the Default Rate, or (ii) amend any financial covenant hereunder (or any defined term used therein), even if the effect of such amendment would be to reduce the rate of interest on any Loan or any L/C Disbursement or to reduce any fee payable hereunder;
(d) change Section 2.12(a), Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(e) change any provision of clauses (a) through (h) of this proviso or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender;
(f) release the Company (from its obligations as a Borrower or as a guarantor hereunder) without the written consent of each Lender;
(g) release any Designated Borrower, except in connection with the termination of such Designated Borrower’s status as such under Section 2.18, without the written consent of each Lender;
(h) amend Section 1.09 or the definition of “Alternative Currency” without the written consent of each Lender; or
(i) subordinate, or have the affect of subordinating, the Obligations to any other Indebtedness or other obligations without the written consent of each Lender directly affected thereby; provided, further, that, notwithstanding anything herein to the contrary: (i)(A) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, directly or adversely affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it, and (B) the L/C Commitment of any L/C Issuer may be modified as contemplated by the definition of “L/C Commitment”; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, directly or adversely affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, directly or adversely affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) 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, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (vi) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein; (vii) 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; (viii) [reserved]; (ix) in order to effect any extension in accordance with Section 2.17, this Agreement and any other Loan Document may be amended for such purpose (but solely to the extent necessary to effect such extension and otherwise in accordance with Section 2.17 (which may include, for the avoidance of doubt, amendments to the definition of “Maturity Date”)) by the Borrowers, the Administrative Agent and each lender extending its Maturity Date; (x) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, each Borrower, and the relevant Lenders providing such additional credit facilities (A) to add one or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Committed Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, and (B) to change, modify or alter any provision hereof relating to the pro rata sharing of payments among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause (x); (xi) to the extent permitted pursuant to Section 1.09, this Agreement may be amended solely to (A) add additional currency options for Committed Revolving Loans and the applicable interest rates (and applicable adjustments, if any) with respect thereto with the written consent of the Administrative Agent and each Borrower, and (B) add additional currency options for Letters of Credit with the written consent of the Administrative Agent, Bank of America, in its capacity as an L/C Issuer, and each Borrower; (xii) to the extent permitted by Section 1.10(b) or Section 1.10(c), this Agreement may be amended to make such reasonable changes of construction as the Administrative Agent may from time to time specify; (xiii) this Agreement may be amended by each Borrower, the applicable Applicant Borrower, and the Administrative Agent to add such provisions as are deemed necessary, in the sole discretion of the Administrative Agent, to facilitate the addition of any Designated Borrower designated pursuant to Section 2.18; (xiv)(A) in order to implement any Term SOFR Successor Rate or any Term SOFR Conforming Changes, in each case in accordance with Section 3.03(c), this Agreement may be amended for such purpose as provided in Section 3.03(c), and (B) in order to implement any Successor Rate or any Conforming Changes, in each case in accordance with Section 3.03(d), this Agreement may be amended for such purpose as provided in Section 3.03(d); (xv) the L/C Commitment of any L/C Issuer may be terminated by the Administrative Agent and such L/C Issuer in connection with the resignation of such L/C Issuer pursuant to this Agreement; (xvi) if following the Closing Date, the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative 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 any further action or consent of any other party to this Agreement; (xvii) this Agreement may be amended or amended and restated without the consent of any Lender (but with the consent of the Borrowers and the Administrative Agent) if, upon giving effect to such amendment or amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended or amended and restated), the Commitment of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to such Lender (or accrued for its account) under this Agreement and the other Loan Documents; and (xviii)(A) the Administrative Agent shall have the right, from time to time, to make Term SOFR Conforming Changes and any amendments implementing such Term SOFR Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document, so long as, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Term SOFR Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective, and (B) the Administrative Agent shall have the right, from time to time, to make Conforming Changes and any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document, so long as, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Sources: Credit Agreement (Workday, Inc.)
Amendments, Etc. Subject to Section 3.03(b)(a) No modification, no amendment or waiver of any provision of this Credit Agreement, the Intercreditor Agreement or any other Loan DocumentFundamental Document (except to the extent expressly contemplated herein or therein), and no consent to any departure by the Company or any other Loan a Credit Party therefromherefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each acknowledged and agreed to by 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 such modification, amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) , without the written consent of each Lender;
all Lenders, (bi) amend or modify any provision of this Credit Agreement which provides for the unanimous consent or approval of the Lenders, (ii) release all or substantially all of the Collateral and the Pledged Securities (except as contemplated pursuant herein) or release any Guarantor from its obligations hereunder (except as contemplated herein), (iii) subordinate the Obligations hereunder to other Indebtedness or subordinate the security interests of the Administrative Agent in the Collateral except as permitted by Section 2.15 and 12.1, (iv) amend the definition of “Required Lenders” to decrease the percentages of Lenders referred to therein, (v) amend the definition of “Collateral” if such amendment would have the effect of releasing all or substantially all of the Collateral, (vi) amend or modify this Section 2.1813.10(a), extend (B) no such modification, amendment, waiver or consent shall (i) increase the Commitment of any Lender or (ii) alter the final scheduled maturity or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver principal amount of any condition precedent set forth in Section 4.02 Loan, or decrease the rate of interest payable thereon, or delay the fixed scheduled maturity of any Default is not considered an extension or increase payment required to be made under this Credit Agreement, in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principaleach case, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to so affected and (C) no such payment; providedmodification, howeveramendment, that only the waiver or consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Sections 2.1 hereof without the written consent of the Administrative Agent. No notice to or demand on any of the Credit Parties shall entitle such Credit Party to any other or further notice or demand in the same, similar or other circumstances. Each holder of a Note shall be bound by any amendment, modification, waiver or consent authorized as provided herein, whether or not such Note shall have been marked to indicate such amendment, modification, waiver or consent and any consent by any holder of such Note shall bind any Person subsequently acquiring such Note, whether or not such Note is so marked.
(b) If any Lender (i) requests compensation under Sections 2.10(b), 2.11 or 2.14 or converts Loans of a Type pursuant to Section 2.12, or (ii) defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort and upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.3), all of its interests, rights and obligations under this Credit Agreement to another Lender or an Eligible Assignee which shall assume such obligations and which accepts such assignment; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent in its sole and absolute discretion, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Sections 2.10(b) or 2.14 or conversion of Loans of a Type pursuant to Section 2.12, such assignment will result in a reduction in such compensation or payments or rate of interest thereafter. No Lender shall be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
(c) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby; provided, however, that only ,” the consent of the Required of the Lenders holding at least 662/3% of the aggregate principal amount of Loans then outstanding, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then, so long as an Administrative Agent is not a Non-Consenting Lender, the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Credit Agreement, provided that, concurrently with such replacement, (i) another Lender or Eligible Assignee, which is reasonably satisfactory to the Borrower and the Administrative Agent in each’s sole and absolute discretion, shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Credit Agreement and to assume all obligations of the Non-Consenting Lender to be necessary terminated as of such date and to amend comply with the definition requirements of “Default Rate” Section 13.3, and (ii) such Non-Consenting Lender shall receive in same day funds on the day of such replacement (1) an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts then payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), including without limitation payments due to waive any obligation such Non-Consenting Lender under Sections 2.11 and 2.14, and (2) an amount from the Borrower, if any, equal to the payment which would have been due to such Lender on the day of any Borrower such replacement under Section 2.10(b) had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to pay interest or Letter of Credit Fees at the Default Rate;replacement Lender.
Appears in 1 contract
Sources: Credit, Security, Guaranty and Pledge Agreement (RHI Entertainment, Inc.)
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or, to the extent such amendment or waiver (i) changes the definition of “Required Revolving Lenders”, “Required Term A-1 Lenders”, “Required Term A-2 Lenders”, or “Required Incremental TL Facility Lenders” each Lender under the applicable Facility or (ii) waives any obligation of the Borrower to pay Letter of Credit Fees at the Default Rate, the Required Revolving Lenders), the Borrower and the Company or the any applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (x) the Administrative Agent and the Borrower may, without the consent of any Lender or any Guarantor then party hereto, (1) amend this Agreement to add a Subsidiary as a “Guarantor” hereunder pursuant to a joinder agreement in substantially the form of Exhibit G and (2) amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of the Administrative Agent or any Lender and (y) notwithstanding the foregoing provisions of this Section 11.01 (including the first proviso above), no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders, the Required Term A-1 Lenders, the Required Term A-2 Lenders or the Required Incremental TL Facility Lenders, as the case may be;
(c) extend (except as contemplated pursuant to provided in Section 2.15 and Section 2.18, extend 2.14) or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the prior express written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the prior express written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the prior express written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) amend Section 1.08 or the definition of “Alternative Currency” without the written consent of the L/C Issuer;
(g) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or
(h) release all or substantially all of the value of the Guaranty without the prior express written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b3.03(c), Section 2.18 and the last paragraph of this Section 10.01, or otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.07, Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of commitment reductions or payments required thereby without the written consent of each Lender; or modify Section 2.04(a)(ii)(C), except in a way consistent with the provisions of Section 2.18 in connection with an Extension, without the written consent of each of the Lenders directly affected thereby;
(f) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or
(g) change any provision of this Section or the definition of “Applicable Percentage,” “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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 (and disproportionately) than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, 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 (including the schedules and exhibits thereto), 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 any further action or consent of any other party to this Agreement; provided that the Administrative Agent shall provide each such amendment implementing such changes to the Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b2.02(g), Section 3.03 and the last two paragraphs of this Section 10.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Credit Parties therefrom, shall be effective unless in writing signed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Company or the applicable Loan PartyCredit Parties, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no that
(a) only the written consent of each Lender directly affected thereby shall be required to the extent such amendment, waiver or consent shall:
(ai) waive any condition set forth in Section 4.01(a) without extend the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend expiration date or increase the amount of the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cii) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without Document; or
(iii) reduce the written consent principal of, or the rate of each Lender entitled interest specified herein on, any Loan, or (subject to such paymentclause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder (including pursuant to Section 2.06) or under any other Loan Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company Borrower to pay interest at the Default Rate;
(db) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected shall be required to the extent such amendment, waiver or consent shall:
(i) change Section 2.14 or Section 8.03 or any other provision hereof in a manner that would alter the ratable reduction of Commitments or pro rata sharing of payments required thereby;
(ii) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;
(iii) release the Borrower or Guarantor from any Loan Document; or
(iv) waive any condition set forth in Section 4.01(a); and
(c) only the written consent of each Lender under the applicable Facility shall be required to the extent such amendment, waiver or consent shall change the definition of “Required Term Lenders” or “Required Incremental Term Loan Facility Lenders”;
(d) only the written consent of (i) the Required Term Lenders shall be required to the extent such amendment, waiver or consent shall (x) amend, waive or otherwise modify any of the conditions precedent set forth in Section 4.02 with respect to any Term Loan or (y) impose any greater restriction on the ability of any Term Lender to assign any of its rights or obligations hereunder, and (ii) the Required Incremental Term Loan Facility Lenders shall be required to the extent such amendment, waiver or consent shall (x) amend, waive or otherwise modify any of the conditions precedent set forth in Section 4.02 with respect to any Loan to be made under such Incremental Term Loan Facility or (y) impose any greater restriction on the ability of any Lender participating in such Incremental Term Loan Facility to assign any of its rights or obligations hereunder; and provided, howeverfurther, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, (x) affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document or (y) modify, change, waive or consent to any departure from, or have the effect of modifying, changing, waiving or consenting to any departure from, Section 3.03, any term defined in such section, any term defined in any other section or provision in this Agreement relating to Daily Simple SOFR, SOFR, Term SOFR or any Successor Rate, or any term or provision relating to the replacement of any such rate or Successor Rate and (ii) the Engagement Letter may only be amended, and the rights or privileges thereunder may only be waived, in a writing executed by each of the parties thereto (and, for the avoidance of doubt, no other parties shall have any right to approve or disapprove any such amendment, waiver or consent). Notwithstanding the fact that the consent of all of the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such L▇▇▇▇▇ sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the Required 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 Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender;
(ii) the Administrative Agent and the Borrower may, with the consent of the other (but without the consent of any other Person), amend, modify or supplement any Loan Document to correct, amend or cure any ambiguity, inconsistency, omission, mistake or defect or correct any obvious error or any error or omission of an administrative or technical nature if such amendment, modification or supplement does not adversely affect the rights of the Administrative Agent or any Lender; provided that the Administrative Agent shall promptly give the Lenders notice of any such amendment, modification or supplement;
(iii) this Agreement may be amended in connection with any Incremental Term Loan Facility, as set forth in Section 2.16(h); and
(iv) modifications to provisions setting forth pro rata shares of the Lenders and reallocation of pro rata payments among the Lenders that are made in connection with the establishment of Incremental Term Increases shall require the approval of only the Administrative Agent and the Lenders providing Commitments for such Incremental Term Increase so long as such payments continue to be based on each Lender’s pro rata share of all Commitments and/or Outstanding Amounts, as appropriate, in the tranches in which it participates in the Facilities. In addition, notwithstanding the foregoing, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more amendments or modifications to (A) allow the maturity of the Loans of the Accepting Lenders (as defined below) to be extended, (B) modify the Applicable Rate and/or fees payable with respect to the Loans of the Accepting Lenders, (C) modify any covenants or other provisions or add new covenants or provisions that are agreed between the Borrower, the Administrative Agent and the Accepting Lenders; provided that such modified or new covenants and provisions are applicable only during periods after the applicable Maturity Date that is in effect on the effective date of such Permitted Amendment, and (D) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (A), (B) and (C) of this paragraph (“Permitted Amendments”, and any amendment to this Agreement to implement Permitted Amendments, a “Loan Modification Agreement”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendments and (ii) the date on which such Permitted Amendments are requested to become effective. Permitted Amendments shall become effective only with respect to the Loans of the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such L▇▇▇▇▇’s Loans as to which such L▇▇▇▇▇’s acceptance has been made. The Borrower, each other Credit Party and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Credit Parties shall also deliver such resolutions, opinions and other documents as reasonably requested by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that (1) upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to amend reflect the definition existence and terms of “Default Rate” or the Permitted Amendments evidenced thereby and only with respect to waive the Loans of the Accepting Lenders as to which such Lenders’ acceptance has been made, and (2) any obligation of any applicable Lender who is not an Accepting Lender may be replaced by the Borrower to pay interest or Letter of Credit Fees at the Default Rate;in accordance with Section 10.13.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Section 4.01(a) (iii) or (iv) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit L/C Fees at the Default RateRate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(g) release any Guarantor from the Guaranty except in accordance with the terms of any Loan Document, without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; and (iii) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;
(c) reduce the principal of, or the rate of interest (other than a waiver of default interest) specified herein on, any Loan, or (subject to clause (ii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such paymentamount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate”;
(d) reduce change Section 2.15 or Section 8.03 in a manner that would alter the principal of, or the rate pro rata sharing of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document payments required thereby without the written consent of each Lender directly adversely affected thereby;
(e) change any provision of this Section 11.01 or the definition of “Required Lenders,” without the written consent of each Lender;
(f) change the definition of the term “Borrowing Base” or any component definition thereof is as a result thereof the amounts available to be borrowed by the Borrowers would be increased; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate eligibility criteria or Reserves;
(g) modify the definition of Permitted Overadvances so as to increase the amount thereof or, except as provided in such definition, the time period for a Permitted Overadvance without the written consent of each Lender;
(h) subordinate the Obligations hereunder or, except pursuant to the Intercreditor Agreement and Section 9.10(c), the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Liens, as the case may be, without the written consent of each Lender.
(i) except for releases of Collateral in accordance with the provisions of Section 9.10 hereof, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(j) except for releases of a Guarantor in accordance with the provisions of Section 9.10 hereof, release all or substantially all of the Guarantors, without the written consent of each Lender; or
(k) waive any condition set forth in Section 4.01, without the written consent of each Lender; and provided, howeverfurther, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, the Co-Collateral Agent, the Issuing Lender and/or the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Administrative Agent, the Co-Collateral Agent, the Issuing Lender and/or the Swing Line Lender in their capacities as such under this Agreement or any other Loan Document, (ii) the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (iii) notwithstanding anything to the contrary, any amendment, waiver or modification of Section 7.19 or Section 8.02 (or terms or definitions that as amended, waived or modified only affect Section 7.19 or Section 8.02) shall require the consent of the Required Lenders and shall not require the consent of any other Lender. 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 the Commitment of such Lender may not be necessary increased or extended without the consent of such Lender and any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Parent Borrower may replace such non-consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Parent Borrower to be made pursuant to this paragraph). Notwithstanding the foregoing, (i) this Agreement, including this Section 11.01, and the other Loan Documents may be amended (or amended and restated) pursuant to Section 2.08 in order to add Revolving Credit Commitment Increases to this Agreement and (a) to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Credit Loans and the accrued interest and fees in respect thereof, (b) to include appropriately the Lenders holding such credit Facility in any determination of the required consent of the Lenders pursuant to this Section 11.01, and (c) to amend any other provision of the definition of “Default Rate” or to waive any obligation Loan Documents so that the terms of any Borrower Incremental Amendment are appropriately incorporated (including this Section 11.01) and (ii) this Agreement may be amended with the consent of only the Issuing Lender and the Borrowers in order to pay interest or Letter add an additional initial Issuing Lender to issue Letters of Credit Fees at on the Default Rate;terms set forth herein.
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Sources: Credit Agreement (Leslie's, Inc.)
Amendments, Etc. Subject to (a) Except as provided in Section 3.03(b)2.21, no amendment or waiver of any provision of this Agreement or any other Loan Documentthe Notes, and no nor consent to any departure by the Company or any other Loan Party Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Company or the applicable Loan Party, as the case may beLenders, and acknowledged by the Administrative Agent, and each then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
: (a) waive any condition set forth of the conditions specified in Section 4.01(a) 3.01 without the written consent of each Lender;
all Lenders, (b) except as contemplated pursuant increase or, subject to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
, (c) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Rate;
(d) reduce the principal of, or the rate of interest specified herein on (subject to on, the last paragraph of this Section 10.01), any Loan Advances or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any (other Loan Document than as a result of an amendment pursuant to Section 2.21) without the written consent of each Lender all Lenders directly affected thereby; provided, however(d) postpone any date fixed for any payment of principal of, that only or interest on, the Advances or any fees or other amounts payable hereunder without the written consent of the Required all Lenders shall be necessary to amend directly affected thereby, (e) change the definition of “Default Rate” Required Lenders”, or 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 waive take any obligation action hereunder without the written consent of all Lenders, (f) add any currencies to the definition of Committed Currencies without the written consent of all Lenders directly affected thereby, (g) so long as any Designated Subsidiary is a Borrower hereunder, release the Company from its obligations under Section 7.01 without the written consent of all Lenders other than Defaulting Lenders or (h) amend this Section 9.01 without the written consent of all Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to pay interest the Lenders required above to take such action, affect the rights or Letter duties of Credit Fees at the Default Rate;Agent under this Agreement or any Note.
Appears in 1 contract
Amendments, Etc. Subject to Except as provided in Section 3.03(b) and Section 3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan DocumentDocument (other than the Fee Letters), and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative AgentBorrower, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrower, do any of the following:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any LenderArticle VIII);
(cb) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without Document; provided that a change to any financial or other covenant or representation and warranty or waiver of an Event of Default shall only require the written consent of each Lender entitled the Required Lenders;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to such paymentclause (iv) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document; provided, however, that (i) only the consent of the Required Lenders and the Borrower shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company Borrower to pay interest at the Default RateRate and (ii) any amendment entered into pursuant to the terms of Section 3.03(b) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (c);
(d) reduce change the definition of “Required Lenders” or the percentage of the Aggregate Commitments or of the aggregate unpaid principal ofamount of the Loans which is required for the Lenders or any of them to take any action hereunder;
(e) change the Pro Rata Share of any Lender (except for any such change resulting from Section 3.06(b) or Section 10.15) or a Lender’s right to receive its Pro Rata Share of payments or proceeds under Sections 2.11 and 2.12; or
(f) amend this Section, or Section 2.12, or any provision herein providing for consent or other action by all the rate of interest specified herein on Lenders; and, provided further, that (subject i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the last paragraph of this Section 10.01)Required Lenders or all the Lenders, any Loan as the case may be, affect the rights or L/C Borrowing, or (subject to clause (iv) duties of the second proviso to Administrative Agent under this Section 10.01) any fees Agreement or other amounts payable hereunder or under any other Loan Document Document; and (ii) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. 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 the Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder may not be permanently reduced, without the written consent of each such Lender directly affected thereby; provided(other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender). Notwithstanding anything contained herein to the contrary, however, that only this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Required Lenders Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. If 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 necessary permitted to amend the definition of “Default Rate” amend, modify or supplement such provision to waive cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any obligation further action or consent of any Borrower other party to pay interest or Letter of Credit Fees at the Default Rate;this Agreement.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b)Except as permitted in Sections 2.14 and 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Company or and the applicable Loan PartyParty or Loan Parties, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:shall (subject to Section 2.15 and as further provided below with respect to any Defaulting Lender):
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, LC Disbursement, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, LC Disbursement or (subject to clause (ivii) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments or commitment reductions required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (it being understood that, solely with the consent of the parties prescribed by Section 2.14 to be parties to an amendment contemplated thereunder, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Committed Loans are included on the Closing Date);
(g) amend Section 1.06 or the definition of “Alternative Currency” without the consent of each Lender;
(h) release the Company from the Company Guaranty without the written consent of each Lender; or
(i) release the Company or any Designated Borrower from its Obligations hereunder without the consent of each Lender, except to the extent such release is permitted by Section 2.13; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no such agreement shall amend, modify or otherwise affect the rights or duties of any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the such Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.15 shall require the consent of the Issuing Banks and the Swingline Lender); (iii) no such agreement shall amend or modify the provisions of Section 2.18 or any letter of credit application and any bilateral agreement between any U.S. Borrower and any Issuing Bank regarding such Issuing Bank’s Letter of Credit Commitment or the respective rights and obligations between such U.S. Borrower and such Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and such Issuing Bank, respectively; and (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Lender may not be increased or extended without the consent of such Lender, (y) Section 8.03 may not be changed in any manner that would alter the pro rata sharing of payments required thereby without the consent of such Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenders, as the case may be, shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the prior written consent of the Company only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency of a technical or immaterial nature, as determined in good faith by the Administrative Agent.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable each Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.026.01) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(cb) postpone 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 without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(dc) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01), any Loan or L/C Borrowing, or (subject to clause (iviii) of the second third proviso to this Section 10.018.01) any fees or other amounts payable hereunder or under any other Loan Document Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(d) change Section 6.02 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(e) change any provision of this Section 8.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(f) release the Parent Guarantor (or its successor pursuant to Section 5.02(c)(iv), as applicable) from its Obligations under this Agreement and any other Loan Document, including the Guarantee set forth in Article IX, without the written consent of each Lender (except in the case of a transaction permitted under (i) Section 5.02(c)(iii)(A)(y) in which the Borrower merges into the Parent Guarantor or (ii) Section 5.02(c)(iv)). and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iii) any amendment that changes the allocation of any principal payment between each Class, provides Guarantees and/or collateral to one Class and not the other Class or that materially and adversely affects one Class and not the other Class shall require the consent of Lenders holding more than 50% of the Commitments and Loans within each Class and (iv) any amendment or waiver with respect to Section 8.18 shall require the consent of any Lender that is an EEA Financial Institution. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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.
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b), no No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative AgentAgent (which acknowledgement the Administrative Agent shall provide so long as (x) the Lenders (and any other applicable parties) required under this Section 11.01 have approved such amendment, waiver or consent in accordance with this Section 11.01 and (y) such amendment, waiver or consent does not otherwise affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents (in which case such amendment, waiver or consent shall require the approval of the Administrative Agent as described in clause (iii) of the second proviso of this Section 11.01)), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverthat, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the second proviso to this Section 10.0111.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that that, only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default RateRate or (ii) to amend the definition of “Consolidated Net Leverage Ratio” (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby or change the order of the application of such payments, in each case without the written consent of each Lender directly and adversely affected thereby;
(f) amend (i) Section 2.01(a) or any other provision of this Agreement, in each case in any manner that would require a Lender under the Term A-1 Facility to make a Term A-1 Loan in a currency other than Dollars, without the written consent of each Lender under the Term A-1 Facility, or (ii) Section 2.01(b) or any other provision of this Agreement, in each case in any manner that would require a Lender under the Term A-2 Facility to make a Term A-2 Loan in a currency other than Euros, without the written consent of each Lender under the Term A-2 Facility;
(g) change (i) any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the as specified in clause (g)(ii) or clause (g)(iii) below), without the written consent of each Lender directly adversely affected thereby, (ii) this clause (g)(ii), or the definition of “Required Term A-1 Lenders” without the written consent of each Lender under the Term A-1 Facility directly adversely affected thereby, or (iii) this clause (g)(iii), or the definition of “Required Term A-2 Lenders” without the written consent of each Lender under the Term A-2 Facility directly adversely affected thereby;
Appears in 1 contract
Amendments, Etc. Subject to Section 3.03(b)3.03(c) and the last three paragraphs of this Section 10.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.12(a), Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender; or
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (iv) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended and the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuers, the Borrower and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Eurocurrency Rate” or Section 1.06 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.06. Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Notwithstanding any provision herein to the contrary, 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 (including the schedules and exhibits thereto), 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 any further action or consent of any other party to this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Qualcomm Inc/De)
Amendments, Etc. Subject Except as provided in this Agreement and in the other Loan Documents (including with respect to Section 3.03(bmatters requiring action of the Administrative Agent only), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;
(b) except as contemplated pursuant to Section 2.15 and Section 2.18, extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such ▇▇▇▇▇▇ (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default is not considered an extension or increase in Commitments of any Lender);
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest at the Default Ratedirectly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on (subject to the last paragraph of this Section 10.01)on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “"Default Rate” " or to waive any obligation of any the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change either of Sections 2.14 or 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(f) amend the definition of “Alternative Currency” without the written consent of each Lender;
(g) change any provision of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(h) release all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (iv) unless a Lender shall give written notice to the Administrative Agent that it specifically objects to the recommendation or determination of the Administrative Agent (together with a reasonable written explanation of the reasons behind such objection) within ten (10) Business Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved of or consented to such recommendation or determination; provided, however, that (A) this provision shall not prevent Administrative Agent from requesting a response to any amendment, waiver or modification requests within a shorter time frame and (B) such deemed approval shall not, in any case, apply to any requested increase or extension of a Lender's Commitment (for which the written approval of each applicable Lender shall be required). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the 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.
Appears in 1 contract
Sources: Credit Agreement (Tanger Properties LTD Partnership /Nc/)