Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby: (a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)); (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder; (c) reduce or waive the principal amount of any Loan; (d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments); (e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19; (f) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or (h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 3 contracts
Sources: Term Loan Agreement (Brandywine Operating Partnership, L.P.), Term Loan B Agreement (Brandywine Operating Partnership, L.P.), Term Loan Agreement (Brandywine Operating Partnership, L.P.)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby, no such amendment may:
(ai) extend the final maturity of any Loan Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the making of incremental Commitments type described in Section 2.7 9.1(f) hereof) or mandatory reduction in the Commitments shall require only not constitute a change in the consent terms of those Lenders making such incremental Commitmentsany Commitment of any Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release either the Borrower from its obligations, or release all or substantially all of the Guarantors other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hviii) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby; and
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (United Dominion Realty Trust Inc), 364 Day Credit Agreement (United Dominion Realty Trust Inc), Credit Agreement (United Dominion Realty Trust Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor not any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that Borrower, provided, however, that: -------- -------
(a) no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
, (a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(bi) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees the Commitment Fee or the Letter of Credit Fee hereunder;
, (cii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or (iii) reduce or waive the principal amount of on any Loan;
(db) change no such amendment, change, waiver, discharge or termination shall, without the Commitment consent of a each Lender from affected thereby, (i) increase the Commitments of the Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the making total commitments shall not constitute a change in the terms of incremental Commitments described any Commitment of any Lender), (ii) except as the result of or in connection with a release of collateral as provided in Section 2.7 shall require only 3.16 or with a dissolution, merger or disposition permitted under Section 8.4 of the consent Incorporated Covenants, release all or substantially all of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, the collateral pledged to secure the Obligations hereunder or release all or substantially all of the Guarantors from their obligationsthe guaranty obligations hereunder, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.73.6, 3.83.10, or 9.1(a3.11, 3.12, 3.13, 3.16, Section 4, 7.1(a), 9.3, 9.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
9.9. (giv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders; or
," or (hv) consent to the assignment or transfer by the Borrower (or any Credit Party Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No party; and
(c) no provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 8 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: Credit Agreement (Amerisource Distribution Corp), Credit Agreement (Amerisource Distribution Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected therebyLender:
(a) extend the final maturity of any Revolving Loan or any portion thereof Maturity Date or postpone any other date fixed or extend the time for any payment or prepayment of principal (other than in accordance with Section 3.5(b))principal;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase or extend the Commitment of a Lender from or the total Commitments over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either all or substantially all of the Collateral securing the Credit Party Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5);
(f) release the Borrower from its obligations, obligations or release all or substantially all of the Guarantors other Credit Parties from their obligations, respective obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 9.1(l), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountDocuments. 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: Credit Agreement (Riddell Sports Inc), Credit Agreement (Varsity Spirit Corporation)
Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or the Notes or any other Credit Document Loan Document, nor consent to any of departure by the terms hereof Borrower or thereof may any other Loan Party therefrom, shall in any event be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is the same shall be in writing and signed by the Required Lenders (or by the Administrative Agent on their behalf upon its receipt of the consent thereof) and the BorrowersBorrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such amendment, changewaiver or consent shall:
(a) Except as provided in Section 3.03, waiverwaive any of the conditions, discharge or termination shall in the case of the Initial Extension of Credit, specified in Section 3.02, without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)any Lender that is, at such time, a Defaulting Lender);
(b) reduce extend or increase the rate Commitment of any Lender (or reinstate any Commitment terminated pursuant to Article VI) without the written consent of such Lender or extend or increase the time amount of payment of interest (other than as a result of waiving the applicability aggregate Commitments under any Facility, or amend the pro rata treatment of any post-default increase reduction of Commitments set forth in interest rates) thereon Section 2.05 or fees hereunderof the distribution of payments set forth in Section 2.11(g), without the written consent of each Lender directly affected thereby;
(c) reduce postpone any date scheduled for any payment of principal or waive interest under Sections 2.04, 2.06(b) or 2.07, or any date fixed by the principal amount Administrative Agent for the payment of fees or other amounts due to the Lenders (or any Loanof them) hereunder or under any other Loan Document or extend the maximum duration of an Interest Period without the written consent of each Lender directly affected thereby;
(d) change reduce the Commitment principal of, or the rate of a Lender from the amount thereof in effectinterest specified herein on, other than pursuant to an assignment permitted under Sections 3.5 any Advance or 11.3(b) L/C Borrowing, or any reduction fees or other amounts payable hereunder or under any other Loan Document without the written consent of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood each Lender directly affected thereby; provided, however, that the making of incremental Commitments described in Section 2.7 shall require only the consent of those the Required Lenders making shall be necessary (i) to amend the rate of Default Interest or the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such incremental Commitments)amendment would be to reduce the rate of interest on any Advance or L/C Borrowing or to reduce any fee payable hereunder;
(e) release either Borrower change the order of application of any reduction in the Commitments or any prepayment of Advances between the Facilities from its obligationsthe application thereof set forth in the applicable provisions of Section 2.06(b), 2.11(g) or 2.13 respectively, in any manner that materially and adversely affects the Lenders under such Facilities without the written consent of each such Lender directly affected thereby;
(f) change any provision of this Section 9.02 without the written consent of each Lender, or change (i) the definition of (A) Required Lenders without the written consent of each Lender or (B) Secured Obligations, without the written consent of each Hedge Bank and each Cash Management Bank or (ii) 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 Guarantors from their obligationsCollateral in any transaction or series of related transactions, under without the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision written consent of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenderseach Lender; or
(h) consent release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the assignment Obligations owing to the Agents and the Lender Parties under the Guaranties) if such release or transfer limitation is in respect of a material portion of the value of the Guaranties to the Lender Parties, without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks and the Swing Line Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Banks or the Swing Line Bank, as the case may be, under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by any Credit Party Issuing Bank; (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 obligations of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall (A) change Section 2.11(g) in a manner that would result in the Obligations then owing under Secured Hedge Agreements or Secured Cash Management Agreements being junior in right of payment under such Section to Obligations consisting of unpaid principal on the Advances, or (B) change the definition of “Secured Parties” to exclude any Hedge Banks or Cash Management Banks therefrom, in each case of its rights and obligations under clause (A) or (B) without the consent of each Hedge Bank or each Cash Management Bank (or a Lender that is an Affiliate of such Hedge Bank or Cash Management Bank) from which the Administrative Agent has received the notice described in respect ofthe last paragraph of Section 2.11(g) and (iv) the Credit Documents other than Fee Letters 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, (w) no Defaulting Lender shall have any assignment right to approve or transfer by a Guarantor permitted under this Credit Agreement. If 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, (x) the Administrative Agent and the Borrower may make amendments contemplated by Section 2.19, (y) this Agreement may be amended and restated without the consent of any Lender (but with respect to the Credit Documents has been delivered in writing to a Lender by consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such amendmentLender shall no longer be a party to this Agreement (as so amended and restated), waiver or consent requires only the approval Commitments of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendmentterminated, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendmentshall have no other commitment or other obligation hereunder and shall have been paid in full all principal, waiver interest and other amounts owing to it or consent. No provision of Section 10 or any other provision that affects accrued for its account under this Agreement, and (z) if, following the rights and duties of Effective Date, the Administrative Agent may and the Borrower shall have jointly identified an inconsistency, ambiguity, mistake, defect, obvious error or omission, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Loan Parties shall be amended permitted to amend such provision and such amendment shall become effective without any further action or modified without the consent of any other party to any Loan Documents if the Administrative Agent. Any increase same is not objected to in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent writing by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context within five (5) Business Days following receipt of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationnotice thereof.
Appears in 2 contracts
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that Borrower, provided, however, that:
(a) no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
, (a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(bi) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees hereunder;
, (cii) reduce the rate or waive extend the time of payment of any fees owing hereunder, (iii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or any portion thereof, or (iv) reduce the principal amount of on any Loan;
(db) change no such amendment, change, waiver, discharge or termination shall, without the Commitment consent of a each Lender from directly affected thereby, (i) except as otherwise permitted under Section 3.4(b), increase the Commitments of the Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the making terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
, (e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.73.6, 3.83.10, or 9.1(a3.11, 3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or any provision of any Credit Document which10.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giii) reduce or increase any percentage specified in, or otherwise modify, the definition of "Required Lenders; or
," or (hiv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No party;
(c) no provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 2.3 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment Swingline Lender and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 provision of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders 9 may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, be amended without the consent of the Required Lenders is obtained, but Agent; and
(d) designation of the Master Account or of any Financial Officer may not be made without the written consent of one or more at least two Financial Officers of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationBorrower.
Appears in 2 contracts
Sources: Credit Agreement (Autozone Inc), Credit Agreement (Autozone Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone extend or waive any other date fixed for any principal amortization payment of principal (other than in accordance with Section 3.5(b));any Loan, or any portion thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as permitted under Section 8.4(b), release either all or substantially all of the collateral,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower from its obligations, or release all or substantially all of the Guarantors from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall without that:
(a) the written consent of each Lender affected therebythereby is required to:
(ai) extend the final maturity of any Loan or any Commitment, or any portion thereof thereof, or postpone extend or waive any other date fixed for any principal amortization payment of principal (other than in accordance with Section 3.5(b))any Loan, or any portion thereof, or waive application of any mandatory prepayment;
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;
(ciii) reduce or waive the principal amount of any Loan;
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 7.3, release either the Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fvi) amend, modify or waive any provision of this Section 11.6 10.6 or Section Sections 3.6, 3.7, 3.8, or 9.1(a3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 3.16, 8.1(a), 10.2, 10.3, 10.5, or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders10.9;
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders;
(viii) expand or otherwise add any new currency to the definition of Available Foreign Currency; or
(hix) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby.
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 9 may be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. amended; 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 bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the United States Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: Multi Year Revolving Credit Agreement (Nucor Corp), 364 Day Revolving Credit Agreement (Nucor Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))principal;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 Section 3.14 or 11.3(b) or any reduction of the Commitments Commitment by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments2.1(f);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents, or release any of the Contributors from their obligations under the Contributor Guaranty; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.1911.20;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.3(b), 3.4(a), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 5.1, 9.1(a), 11.2, 11.3, 11.5 or 11.10 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. Any amendment, change or waiver of any provision of this Credit Agreement or any other Credit Document at a time when a Default or Event of Default is in existence, and that would have the effect of eliminating such Default or Event of Default, shall not be deemed to be effective for the purpose of determining whether the conditions precedent set forth in Section 5.1 have been satisfied unless the Required Lenders shall have consented to such amendment, change or waiver. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of to such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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, 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Brandywine Operating Partnership Lp /Pa), Term Loan Credit Agreement (Brandywine Realty Trust)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that Borrower, provided, however, that:
(a) no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
, (a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(bi) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees hereunder;
, (cii) reduce the rate or waive extend the time of payment of any fees owing hereunder, (iii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or any portion thereof, or (iv) reduce the principal amount of on any Loan;
(db) change no such amendment, change, waiver, discharge or termination shall, without the Commitment consent of a each Lender from directly affected thereby, (i) increase the Commitments of the Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the making terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
, (e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.73.6, 3.83.10, or 9.1(a3.11, 3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or any provision of any Credit Document which10.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giii) reduce or increase any percentage specified in, or otherwise modify, the definition of "Required Lenders; or
," or (hiv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No party;
(c) no provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 9 may be amended or modified without the consent of the Administrative Agent. Any increase in ; and
(d) designation of the Committed Amount pursuant to Section 2.7 hereof, shall Master Account or of any Financial Officer may not be effective only after obtaining made without the written consent of each at least two Financial Officers of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationBorrower.
Appears in 2 contracts
Sources: Credit Agreement (Autozone Inc), Credit Agreement (Autozone Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders Banks and the Borrowers; provided that no such amendmentBorrower Representative, changeprovided, waiverhowever, discharge or termination shall without the written consent of each Lender affected therebythat:
(a) without the consent of each Bank affected thereby, neither this Credit Agreement nor any other Credit Document may be amended to
(i) extend the final maturity of any Loan Loan, or any portion thereof thereof, or postpone extend the final maturity of any other date fixed for reimbursement obligation, or any payment portion thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;, or any portion thereof, or reduce or waive the principal amount of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from Bank over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Bank);,
(ev) release either Borrower from its obligationsthe Borrowers or, except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release any Material Guarantor or all or substantially all of the other Guarantors from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; Banks, or
(hviii) consent to the assignment or transfer by the Borrowers, any Credit Party Material Guarantor or all or substantially all of the other Guarantors of any of its or their rights and obligations under (or in respect of) the Credit Documents other than except as permitted thereby; or
(ix) subordinate any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders Obligations to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties Indebtedness of the Administrative Agent may be amended Parent or modified its Subsidiaries.
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Bank, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.1(b), 2.2(a)(ii) or 2.6 may be required for any such increase in the Committed Amountamended. Notwithstanding the fact that the consent of all the Lenders Banks is required in certain circumstances as set forth above, (x) each Lender Bank is entitled to vote as such Lender Bank sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender Bank acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders Banks may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. IfNotwithstanding anything to the contrary herein, in connection with no Defaulting Bank shall have any proposed right to approve or disapprove any amendment, changewaiver or consent hereunder (and any amendment, waiver, discharge waiver or termination consent which by its terms requires the consent of this Credit Agreement as contemplated by this Section 11.6, all Banks or each affected Bank may be effected with the consent of the Required Lenders is obtainedapplicable Banks other than Defaulting Banks), but except that (x) the Commitment of any Defaulting Bank may not be increased or extended without the consent of one such Bank and (y) any waiver, amendment or modification requiring the consent of all Banks or each affected Bank that by its terms affects any Defaulting Bank more adversely than other affected Banks shall require the consent of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationDefaulting Bank.
Appears in 2 contracts
Sources: Credit Agreement (Owens & Minor Inc/Va/), Credit Agreement (Owens & Minor Inc/Va/)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the BorrowersBorrower; provided that no such amendmentprovided, changehowever, waiver, discharge or termination shall without that:
(a) the written consent of each Lender affected thereby:thereby is required to
(ai) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release either the Borrower from its obligations, or release all or substantially all of the Guarantors other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) except, amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hviii) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Glenayre Technologies Inc), 364 Day Credit Agreement (Glenayre Technologies Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity Maturity Date or the Term Out Maturity Date, or postpone or extend the time for any payment or prepayment of principal (except pursuant to Section 3.3(b)) or the time of payment of any Loan reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b))Credit;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder;
(c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit;
(d) change increase or extend the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) except as permitted by Section 2.10, consent to the assignment or transfer by a Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release either a Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.73.6, 3.8, or 5.2, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.5; or
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party the Borrowers to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Duke Energy Field Services LLC), 364 Day Credit Agreement (Duke Energy Field Services LLC)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall without that:
(a) the written consent of each Lender affected thereby:thereby is required to
(ai) Subject to Section 2.1, extend the final maturity of any Loan or extend or waive any principal amortization payment of any Loan, or any portion thereof thereof, or postpone waive application of any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));mandatory prepayment,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 7.4, release either the Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 10.6 or Section Sections 3.6, 3.7, 3.8, or 9.1(a3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 3.16, 8.1(a), 10.2, 10.3, 10.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;10.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hviii) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 9 may be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. amended; 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 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 (y) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Universal Corp /Va/), Credit Agreement (Universal Corp /Va/)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; Banks, provided that no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender affected thereby:
Bank, (ai) extend the scheduled maturities (including the final maturity and any mandatory prepayments) of any Loan Revolving Loan, or any portion thereof thereof, or postpone any other extend the expiry date fixed for any payment a Letter of principal (other than in accordance with Credit beyond the period permitted by the terms of Section 3.5(b2.4(a));
(b) , or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) hereunder or reduce or waive the principal amount thereof, or increase the Commitments of any Loan;
(d) change the Commitment of a Lender from Banks over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the making total commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Bank);
, (eii) release either Borrower of any material portion of collateral securing the Total Revolving Obligations hereunder, (iii) release any Guarantor from its obligationsguaranty obligations hereunder, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fiv) amend, modify or waive any provision of this Section 11.6 or Section 3.72.9, 3.82.10, or 9.1(a2.11, 2.12, 2.13, 2.16, 2.17, 8.1(a), or any provision of any Credit Document which9.7, by its express terms10.2 and 10.3, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(gv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
Banks or (hvi) consent to the assignment or transfer by any Credit Party the Borrower (or Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 9 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: Credit Agreement (Cottontops Inc), Credit Agreement (Anvil Holdings Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))principal;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either the Borrower or any Guarantor from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1, 9.2, 11.2, 11.3, 11.5 or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.10;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or;
(h) consent to the assignment or transfer by any Credit Party the Borrower or a Guarantor of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment Documents; or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: Credit Agreement (Highwoods Properties Inc), Credit Agreement (Highwoods Properties Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan Maturity Date or any portion thereof extend or postpone any other date fixed the time for any payment or prepayment of principal (other than in accordance with Section 3.5(b))principal;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase or extend the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either the Borrower from its obligations, obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their obligations, respective obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.7, 3.8, or 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.5; or
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
. Notwithstanding the above, (hi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision no provisions of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , (ii) no provisions of Section 2.7 hereof, shall 2.2 may be effective only after obtaining amended or modified without the consent of each the Issuing Lender and (iii) no provisions of Section 2.3 may be amended or modified without the consent of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountSwing Line 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 2 contracts
Sources: Credit Agreement (Quest Diagnostics Inc), Credit Agreement (Quest Diagnostics Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; Borrower, provided that no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender affected therebyLender:
(ai) extend the final maturity of any Loan Loan, or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))thereof;
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees hereunder;
(ciii) reduce or waive the principal amount of on any Loan;
(d) change , or increase the Commitment Commitments of a Lender from the Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the making total commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(eiv) release either Borrower from its obligationsexcept as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release all or substantially all of (A) the Guarantors from their obligations, under the Credit Documents; provided that guaranty obligations hereunder or (B) the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19Collateral;
(fv) amend, modify or waive any provision of this Section 11.6 or Section 3.73.6, 3.83.10, or 3.11, 3.12, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.9;
(gvi) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders; ;" or
(hvii) consent to the assignment or transfer by the Borrower (or any Credit Party Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consentparty. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 2.2 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment Issuing Lender and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 provision of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders 10 may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, be amended without the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationAgent.
Appears in 2 contracts
Sources: Credit Agreement (Personnel Group of America Inc), Credit Agreement (Personnel Group of America Inc)
Amendments, Waivers and Consents. Neither this Credit Loan Agreement nor any other Credit Document Loan Document, nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is approved or consented to in writing and signed by the Required Lenders and the Borrowers; Lenders, provided that no -------- such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender affected thereby:
Lender, (ai) extend the final maturity scheduled maturities (including the Maturity Date) of any Loan Loan, or any portion thereof thereof, or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) hereunder or reduce or waive the principal amount of any Loan;
thereof, (d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(eii) release either Borrower the Pledgor from its obligations, or release all or substantially all of the Guarantors from their obligations, pledge under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
Pledge and Security Agreement, (fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.7Sections 3.02, 3.83.04, or 9.1(a3.07, 3.08, 4.01, 8.01(a), or any provision of any Credit Document which10.02, by its express terms10.03, requires the consent10.05 and 10.09, approval, agreement or satisfaction of all of the Lenders;
(giv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
Lenders or (hv) consent to the assignment or transfer by any Credit Party the Borrower (or the Pledgor) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Loan Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 9 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by in accordance with this Section 11.6, shall be effective only in the consent of specific instance and for the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationspecific purpose for which given.
Appears in 1 contract
Sources: Loan Agreement (Itc Deltacom Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))including any scheduled amortization of a principal payment on the Term Loan) or any date for a mandatory prepayment;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral securing the Credit Party Obligations hereunder;
(f) release the Borrower or substantially all of the other Credit Parties from their obligations, its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.4, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hi) consent to the assignment or transfer by any Credit Party the Borrower or of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountDocuments. 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, 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Chic by H I S Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders Banks and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(a) without the written consent of each Lender Bank affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the final maturity of any Loan Loan, or any portion thereof thereof, or postpone extend the final maturity of any other date fixed for reimbursement obligation, or any payment portion thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;, or any portion thereof, or reduce or waive the principal amount of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from Bank over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Bank);,
(ev) release either the Borrower from its obligationsor, except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release any Material Guarantor or all or substantially all of the other Guarantors from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; Banks, or
(hviii) consent to the assignment or transfer by the Borrower, any Credit Party Material Guarantor or all or substantially all of the other Guarantors of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Bank, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.1(b), 2.2(a)(ii) or 2.6 may be required for any such increase in the Committed Amountamended. Notwithstanding the fact that the consent of all the Lenders Banks is required in certain circumstances as set forth above, (x) each Lender Bank is entitled to vote as such Lender Bank sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender Bank acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders Banks may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))principal;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 Section 3.14 or 11.3(b) or any reduction of the Commitments Commitment by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments2.1(f);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.1911.20;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.3(b), 3.4(a), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 5.1, 9.1(a), 11.2, 11.3, 11.5 or 11.10 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. Any amendment, change or waiver of any provision of this Credit Agreement or any other Credit Document at a time when a Default or Event of Default is in existence, and that would have the effect of eliminating such Default or Event of Default, shall not be deemed to be effective for the purpose of determining whether the conditions precedent set forth in Section 5.1 have been satisfied unless the Required Lenders shall have consented to such amendment, change or waiver. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of to such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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, 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Brandywine Operating Partnership Lp /Pa)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentCredit Parties, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) except as contemplated by Section 2.1(g), extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));portion thereof,
(bii) reduce the rate or extend the time of payment of interest thereon or Fees hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon rates or fees hereunder;Fees after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis),
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, 115 121
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute an increase in the making Commitment of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.3, release either the Domestic Borrower, any Canadian Borrower or substantially all of the Guarantors from its obligationsor their obligations under the Credit Documents,
(vi) except as the result of or in connection with a Divestiture permitted under Section 8.3(b), or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 3.16, 3.17, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by the Domestic Borrower, any Credit Party Canadian Borrower or any Guarantor of any of its rights and obligations under (or in respect of) the Credit Documents other than except as permitted thereby;
(i) without the consent of Domestic Required Lenders, waive the provisions of Section 5.2 (including any assignment representation, covenant or transfer default referenced therein) or the applicability thereof in respect of further Extensions of Credit by a Guarantor permitted under this the Domestic Lenders or the Issuing Lender; and
(ii) without the consent of Canadian Required Lenders, waive the provisions of Section 5.2 (including any representation, covenant or default referenced therein) or the applicability thereof in respect of further Extensions of Credit Agreement. If any amendment, waiver or consent by the Canadian Lenders;
(i) with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires matters affecting only the approval Domestic Obligations and the Domestic Lenders (and not affecting the Canadian Obligations or the Canadian Lenders), the consent of only the Domestic Required Domestic Lenders shall be required (and the consent of the Canadian Required Lenders, or the Required Lenders, shall not be required); and
(ii) with respect to matters affecting only the Canadian Obligations and the Canadian Lenders (and not affecting the Domestic Obligations or the Domestic Lenders), the consent of only the Canadian Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects required (and the rights and duties 116 122 consent of the Administrative Agent may Domestic Required Lenders, or the Required Lenders, shall not be amended or modified required);
(d) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Agents, no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(e) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.1(b), 2.2(a)(ii), 2.6 or 3.5(b)(ii) may be required for any such increase in the Committed Amountamended. 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 bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Railworks Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document Document, nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall shall
(a) without the written consent of each Lender affected thereby:
(ai) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from their obligationsany other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5),
(vi) release the Borrower or substantially all of the other Credit Parties from its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.83.9, or 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.5,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. thereby.
(b) No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase .
(c) Notwithstanding the above, (i) the right to deliver a Payment Blockage Notice (as defined in the Committed Amount pursuant to Section 2.7 hereofIndenture) shall reside solely with the Agent, and the Agent shall be effective deliver such Payment Blockage Notice only after obtaining upon the consent of each direction of the Required Lenders electing and (ii) the right to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase deliver a Payment Blockage Notice (as defined in the Committed Amount. Second Indenture) shall reside solely with the Agent, and the Agent shall deliver such Payment Blockage Notice only upon the direction of the Required Lenders.
(d) 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 bankruptcy reorganization plan that affects the Loans, 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Chattem Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or of any reimbursement obligation; or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b))Credit;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit;
(d) change increase or extend the Revolving Committed Amount, the LOC Committed Amount or the Commitment of a any Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Revolving Committed Amount or the LOC Committed Amount shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent Revolving Committed Amount, LOC Committed Amount or the Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either all or substantially all of the Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5);
(f) release the Borrower from its obligations, obligations or release all or substantially all of the Guarantors other Credit Parties from their obligations, respective obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 5.2, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit AgreementDocuments. If any amendmentNotwithstanding the above, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision no provisions of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , and no provisions of Section 2.7 hereof, shall 2.2 may be effective only after obtaining amended or modified without the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountIssuing 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; Lenders, provided that no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender affected thereby:
, (ai) extend the scheduled maturities (including the final maturity and any mandatory scheduled prepayments) of any Loan Loan, or any portion thereof thereof, or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) hereunder or reduce or waive the principal amount thereof, or increase the Commitments of any Loan;
(d) change the Commitment of a Lender from Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the making terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
, (eii) release either Borrower any Guarantor from its obligationsguaranty obligations hereunder, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.73.5, 3.83.11, or 3.12, 3.13, 3.14, 5.1, 5,2, 9.1(a), 11.2, 11.3, or any provision of any Credit Document which11.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giv) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
, (hv) consent to the assignment or transfer by any Credit Party Borrower (or Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If Agreement or (vi) release all or any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure substantial part of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consentny collateral. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 9 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, the right to deliver a Payment Blockage Notice (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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral defined in the context of a bankruptcy or insolvency proceeding. If, in connection Indenture) shall reside solely with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent Agent and the Agent shall deliver such Payment Blockage Notice only upon the direction of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationLenders.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentPrincipal Borrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended, supplemented or modified to
(ai) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower (i) any Borrower, or (ii) except as permitted by Section 8.17, any other Credit Party, from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.73.13, 3.83.14, or 3.15(b), 9.1(a), 11.2, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders and Supermajority Lenders; , or
(hviii) consent to the assignment or transfer by any Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or thereby;
(b) without the consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effectiveSupermajority Lenders, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No no provision of Section 10 7.11(a) or any other provision that affects the rights and duties of the Administrative Agent definitions utilized therein may be amended amended, modified, supplemented or modified deleted;
(c) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof10 may be amended, shall be effective only after obtaining modified, supplemented or deleted;
(d) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.3 may be required for any such increase in the Committed Amountamended modified, supplemented or deleted. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers The Administrative Agent shall have the right exclusive authority to replace all, but not less than all, release any Guarantor disposed of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers a Credit Party pursuant to the terms of Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination8.17.
Appears in 1 contract
Sources: Credit Agreement (Highwoods Realty LTD Partnership)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided -------- that no such amendment, change, waiver, discharge or termination shall shall
(a) without the written consent of each Lender affected thereby:,
(ai) extend the final maturity of any Loan or extend or waive any Principal Amortization Payment of any Loan, or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from their obligationsany other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5),
(vi) release the Borrower or substantially all of the other Credit Parties from its obligations under the Credit Documents; Documents (provided that the Administrative Agent may may, without consent from any other Lender, release a any Guarantor that is sold or transferred in accordance conformance with Section 8.5 or in accordance with Section 11.19;8.5),
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.5,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; Lenders or
(hix) consent to the assignment or transfer by any the Borrower (or substantially all of the other Credit Party Parties) of any of its rights and obligations under (or in respect of) the Credit Documents other except as permitted thereby; and
(b) without the consent of Lenders holding in the aggregate more than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval 50% of the Required Lenders to become effectiveoutstanding Term Loans, then such Lender shall have ten Business Days from extend the date time for or the amount or the manner of receipt application of such amendmentproceeds of any mandatory prepayment required by Section 3.3(b)(ii), waiver (iii) or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent(iv). No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Committed Amount pursuant to Section 2.7 hereof, Indenture) shall be effective reside solely with the Agent and the Agent shall deliver such Payment Blockage Notice only after obtaining upon the consent of each direction of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountRequired Lenders. 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 bankruptcy reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither Subject to Section 11.16(b), neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal Maturity Date (other than in accordance with the consent of the Extension Required Lenders pursuant to Section 3.5(b)2.5);
(b) reduce the rate or extend the time of payment of interest thereon or fees hereunder (other than as it being understood and agreed that a result waiver of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunderrates shall not constitute a reduction in the rate of interest for purposes of this clause (b));
(c) reduce or waive the principal amount of any Loan;
(d) change the increase or extend any Commitment of a Lender from (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) Commitments or any reduction of increase in the Commitments by the Borrowers Revolving Committed Amount pursuant to Section 2.1(e) (it being understood that shall not constitute a change in the making terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) except as the result of or in connection with a merger or other disposition of a Credit Party permitted under Section 8.4, (i) release either the Borrower from its obligationsobligations under the Credit Documents or (ii) release any Credit Party that individually or, together with any other Credit Party previously released or release all or substantially all to be released simultaneously therewith, cumulatively accounts for more than 5% of the Guarantors Tangible Net Worth from their obligations, its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.7, 3.8, or 5.2, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required LendersLenders set forth in Section 1.1; or
(h) consent to the assignment or transfer by any a Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationthereby.
Appears in 1 contract
Sources: Credit Agreement (Abacoa Homes Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby, neither this Credit Agreement or any other Credit Document may be amended, changed, waived, discharged or terminated so as to:
(ai) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower from its obligationsexcept as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors Collateral,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.3 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Benihana Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with an Asset Disposition permitted by Section 8.5 or otherwise expressly permitted under the Collateral Documents, release either Borrower any Collateral having a book value exceeding $1,500,000,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release the Borrower, ▇▇▇▇▇▇▇▇'▇ or any other Credit Party from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by the Borrower, ▇▇▇▇▇▇▇▇'▇ or any other Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Lender, no provision of Sections 2.2(a)(ii) or 2.6 may be amended; and
(d) the advance rate percentages against Eligible Receivables and Eligible Inventory comprising the Borrowing Base may be adjusted downward by the Administrative Agent in its good faith discretion (and thereafter readjusted upward by the Administrative Agent in its good faith discretion to rates not in excess of the Lenders electing to increase its respective Commitment and no original advance rates) without the prior consent of, or notice to, the Credit Parties or the other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. Lenders; 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Friedmans Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) extend the final maturity of any Loan or extend or waive any principal amortization payment of any Loan, or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release either the Borrower or substantially all of the other Credit Parties from its obligationsor their obligations under the Credit Documents,
(vi) except as the result of or in connection with a disposition permitted under Section 8.4(b), release all or substantially all of the collateral,
(vii) except as a result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;Agreement,
(fviii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gix) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hx) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(i) without the written consent of the Required Lenders and each other Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(a) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(c) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under Collateral securing the Credit Documents; Party Obligations hereunder (provided that the Administrative Agent may may, without consent from any other Lender, release any Collateral that is sold or transferred by a Guarantor Credit Party in accordance conformance with Section 8.5 or in accordance with Section 11.19;8.5),
(f) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents,
(g) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hi) consent to the assignment or transfer by any the Borrower of all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(ii) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(iii) without the consent of each the Issuing Lender, no provision of Section 2.2 may be amended; and without the consent of the Swingline Lender, no provision of Section 2.3 may be amended; and
(iv) with the consent of the Borrower and either the Required Term Lenders electing or the Required Revolving Lenders, increase the rate of interest applicable to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any the Loans (such increase to be in an equal amount for the Committed AmountTerm Loans and the Revolving Loans). 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders Banks and the Borrowers; provided that no such amendmentBorrower Representative, changeprovided, waiverhowever, discharge or termination shall without the written consent of each Lender affected therebythat:
(a) without the consent of each Bank affected thereby, neither this Credit Agreement nor any other Credit Document may be amended to
(i) extend the final maturity of any Loan Loan, or any portion thereof thereof, or postpone extend the final maturity of any other date fixed for reimbursement obligation, or any payment portion thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;, or any portion thereof, or reduce or waive the principal amount of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from Bank over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Bank);,
(ev) release either Borrower from its obligationsthe Borrowers or, except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release any Material Guarantor or all or substantially all of the other Guarantors from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; Banks, or
(hviii) consent to the assignment or transfer by the Borrowers, any Credit Party Material Guarantor or all or substantially all of the other Guarantors of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Bank, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.1(b), 2.2(a)(ii) or 2.6 may be required for any such increase in the Committed Amountamended. Notwithstanding the fact that the consent of all the Lenders Banks is required in certain circumstances as set forth above, (x) each Lender Bank is entitled to vote as such Lender Bank sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender Bank acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders Banks may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof (including any condition precedent to any Extension of Credit set forth in Section 5.2 or 5.3) may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby, neither this Agreement nor any other Credit Document may be amended to:
(ai) extend the Revolving Commitment Termination Date or the Facility Maturity Date (whether in accordance with Section 2.5(c) or otherwise), or the final maturity of any Loan or any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b))Credit;
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;
(ciii) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit;
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(ev) release either the Borrower or the Parent from its obligationsobligations under the Credit Documents or, or except as provided in the last sentence of Section 7.13, release all or substantially all of the Guarantors any Material Subsidiary from their obligations, its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fvi) amend, modify or waive any provision of this Section 11.6 12.6 or Section 3.7Sections 2.8, 3.83.5, or 3.6, 4.1 through 4.8, 9.1(a), 12.2, 12.3, 12.5 or any provision 12.9 or the last sentence of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the LendersSection 2.5(c);
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or change any provision requiring the consent of all Lenders; or
(hviii) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby.
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall no provision of Article X may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of Section 2.6 may be amended; and
(d) without the consent of the Lenders electing to increase its respective Commitment and Swingline Lender, no other consent by any Lender not electing to increase its Commitment shall provision of Section 2.7 may be required for any such increase in the Committed Amountamended. 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 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 (y) herein. In the Required event that any fee is imposed by the Lenders may consent as a condition to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, changemodification, waiverinterpretation, discharge termination, waiver or termination of consent with respect to this Credit Agreement as contemplated by this Section 11.6, the consent or any of the Required Lenders is obtainedother Credit Documents, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers fee shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents be paid to the proposed amendment, change, waiver, discharge or terminationLenders in accordance with their respective Percentages.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders Banks and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(a) without the written consent of each Lender Bank affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the final maturity of any Loan Loan, or any portion thereof thereof, or postpone extend the final maturity of any other date fixed for reimbursement obligation, or any payment portion thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;, or any portion thereof, or reduce or waive the principal amount of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from Bank over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Bank);,
(ev) release either the Borrower from its obligationsor, except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release any Material Guarantor or all or substantially all of the other Guarantors from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; orBanks, o r
(hviii) consent to the assignment or transfer by the Borrower, any Credit Party Material Guarantor or all or substantially all of the other Guarantors of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Bank, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.1(b), 2.2(a)(ii) or 2.6 may be required for any such increase in the Committed Amountamended. Notwithstanding the fact that the consent of all the Lenders Banks is required in certain circumstances as set forth above, (x) each Lender Bank is entitled to vote as such Lender Bank sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender Bank acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders Banks may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document Document, nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall shall
(a) without the written consent of each Lender affected thereby:
(ai) extend the final maturity of any Tranche A Term Loan or Tranche B Term Loan, or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;,
(ciii) reduce or waive the principal amount of any Tranche A Term Loan or Tranche B Term Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from their obligationsany other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5),
(vi) release the Borrower or substantially all of the other Credit Parties from its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.83.9, or 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.5,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other except as permitted thereby; and
(b) without the consent of Lenders holding in the aggregate more than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval 50% of the Required Lenders to become effectiveTranche A Term Loans and more than 50% of the outstanding Tranche B Term Loans, then such Lender shall have ten Business Days from extend the date time for or the amount or the manner of receipt application of such amendmentproceeds of any mandatory prepayment required by Section 3.3(b)(ii), waiver (iii), (iv), (v) or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent(vi) hereof. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 11 may be amended or modified without the consent of the Administrative Agent. Any increase .
(c) Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Committed Amount pursuant to Section 2.7 hereofIndenture) shall reside solely with the Agent, and the Agent shall be effective deliver such Payment Blockage Notice only after obtaining upon the consent of each direction of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. Required Lenders.
(d) 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 bankruptcy reorganization plan that affects the Loans, Tranche A Term Loans and Tranche B Term 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Chattem Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing writing, and signed by the Required Lenders and the BorrowersBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))principal;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either the Borrower or any Guarantor from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.4(a), 3.4(b), 3.4(c), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 8.1, 8.2, 10.2, 10.3, 10.5 or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders10.10;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or;
(h) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment Documents; or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Line of Credit Agreement (Cornerstone Realty Income Trust Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged discharged, or terminated unless such amendment, change, waiver, discharge discharge, or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendment, changeprovided, waiverhowever, discharge or termination shall without the written consent of each Lender affected therebythat:
(a) except as specifically provided in clause (iv) following, without the consent of each Lender, neither this Agreement nor any other Credit Document may be amended to
(i) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the aggregate amount of the Commitments (including the Revolving Loan Commitments and the LOC Committed Amount) or, with the consent of only the Lender affected thereby, increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with an Asset Disposition permitted by Section 7.5 or as otherwise expressly permitted under Section 9.11 or the Collateral Documents, release either Borrower or subordinate any Collateral,
(vi) except as the result of or in connection with a dissolution, merger, or disposition of a member of the Consolidated Group permitted under Section 7.4, release any Credit Party from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify modify, or waive any provision of this Section 11.6 10.6 or Section 3.73.6 through Section 3.9, 3.8Section 3.10(b), Section 8.1(a), Section 10.2, Section 10.3, Section 10.5, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;Section 10.9,
(gviii) reduce any percentage specified inin or otherwise change any percentage of the Commitments which is required for the Lenders to take any action under this Agreement, or otherwise modify, the definition of Required Lenders; ,
(ix) amend the definition of (A) Eligible Installment Contracts, Eligible Inventory, or Reserves if the effect of any or all of such amendments would increase the determination of the Borrowing Base by more than five percent (5.0%) or (B) Borrowing Base or Receivables Advance Rate, or
(hx) consent to the assignment or transfer by any Borrower or any other Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall no provision of Article 9 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2(a)(ii) or Section 2.6 may be required for any such increase in the Committed Amountamended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth aboveprovided in clause (a) preceding, (xy) 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 (yz) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Friedmans Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement Agreement, nor any other Credit Document Document, nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall shall
(a) without the written consent of each Lender affected thereby:
, (ai) extend the final maturity of any Tranche A Supplemental Term Loan or Tranche B Term Loan, or any portion thereof or postpone any other date fixed for any payment of principal thereof, (other than in accordance with Section 3.5(b));
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
, (ciii) reduce or waive the principal amount of any Tranche A Supplemental Term Loan or Tranche B Term Loan;
, (div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
, (ev) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral securing the Credit Party Obligations hereunder (provided that the Agent may, without consent from their obligationsany other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5), (vi) release the Borrower or substantially all of the other Credit Parties from its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
, (fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.83.9, or 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which11.5, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
, or (hix) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other except as permitted thereby; and (b) without the consent of Lenders holding in the aggregate more than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval 50% of the Required Lenders to become effectiveTranche A Supplemental Term Loans and more than 50% of the outstanding Tranche B Term Loans, then such Lender shall have ten Business Days from extend the date time for or the amount or the manner of receipt application of such amendmentproceeds of any mandatory prepayment required by Section 3.3(b)(ii), waiver (iii), (iv), (v) or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent(vi) hereof. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 11 may be amended or modified without the consent of the Administrative Agent. Any increase .
(c) Notwithstanding the above, the right to deliver a Payment Blockage Notice (as defined in the Committed Amount pursuant to Section 2.7 hereofIndenture) shall reside solely with the Agent, and the Agent shall be effective deliver such Payment Blockage Notice only after obtaining upon the consent of each direction of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. Required Lenders.
(d) 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 bankruptcy reorganization plan that affects the Tranche A Supplemental Term 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Chattem Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersBorrower; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity Maturity Date or the time of payment of any Loan or any portion thereof or postpone any other date fixed for any payment reimbursement obligation arising from drawings under Letters of principal (other than in accordance with Section 3.5(b))Credit;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any LoanLoan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit;
(d) change the increase or extend any Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either all or substantially all of the Collateral securing the Credit Party Obligations hereunder;
(f) release the Borrower from its obligations, obligations or release all or substantially all of the Guarantors other Credit Parties from their obligations, respective obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fg) amend, modify or waive any provision of this Section 11.6 or Section 11.6, Sections 3.4(a), 3.4(b)(i), 3.7, 3.8, or 9.1(a9.2(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit AgreementDocuments. If any amendmentNotwithstanding the above, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision (i) no provisions of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereofAgents, shall (ii) no provision of Sections 2.2 or 3.4(c) may be effective only after obtaining amended or modified without the consent of each the Issuing Lender or (iii) no provision of Section 2.4 may be amended without the consent of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountSwingline Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (xA) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (yB) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(i) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(a) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone extend or waive any other date fixed for Principal Amortization Payment of any payment of principal (other than in accordance with Section 3.5(b));Loan, or any portion thereof,
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(c) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(e) release either Borrower from its obligationsexcept as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors Collateral,
(f) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5, 11.9 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.16,
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hi) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other except as permitted thereby;
(ii) without the consent of Lenders holding in the aggregate more than 50% of the outstanding Tranche A Term Loans and more than 50% of the outstanding Tranche B Term Loans, extend the time for or the amount or the manner of application of proceeds of (A) any assignment mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv) or transfer by (v) hereof or (B) any payment by, or on behalf of, the Sponsor to purchase a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to participation interest in the Credit Documents has been delivered in writing Party Obligations pursuant to a Lender by the Administrative Agent, and such amendment, waiver Section 2.1(c) or consent requires only the approval Section 2.2(c) of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights Investment and duties of the Administrative Agent may be amended or modified Deposit Agreement;
(iii) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(iv) without the consent of each the Issuing Lender, no provi- sion of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 may be required for any such increase in the Committed Amount. Notwithstanding the fact that amended;
(v) without the consent of all the Lenders is required in certain circumstances as set forth aboveSwingline Lender, no provi- sion of Section 2.3 may be amended;
(xvi) each the Tranche C Lender is shall be the only Lender entitled to vote as such Lender sees fit on effectuate, with the Borrower, any 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent any of the Required Lenders is obtainedfollowing: (A) Section 2.6, but Section 2.7 or Section 3.3(b)(i)(B) or (B) any of the consent definitions of one or more "Tranche C Commitment", "Tranche C Committed Amount", "Tranche C Default", "Tranche C Event of such other Lenders whose consent is required is not obtainedDefault", then the Borrowers shall have the right to replace all"Tranche C Guaranty", but not less than all"Tranche C LOC Obligations", "Tranche C Obligations", "Tranche C Lender", "Tranche C Letters of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to Credit", "Tranche C Lender" and "Tranche C Loan" set forth in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.1.1; and
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either a Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor if an equity interest in a Material Subsidiary is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.1911.20;
(f) [Intentionally Omitted]
(g) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 5.2, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hi) consent to the assignment or transfer by any Credit Party a Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit AgreementDocuments. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, amendment waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of to such amendment, waiver or consent. No provision of Section 10 2.2 may be amended or any other provision that affects modified without the rights and duties consent of the Administrative Agent Issuing Lender. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby, no such amendment, waiver or consent shall:
(ai) extend the Revolving Commitment Termination Date or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone extend or waive any other date fixed for any principal amortization payment of principal (other than in accordance with Section 3.5(b));the Tranche A Term Loan or any portion thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower from its obligationsexcept as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors Collateral,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Sections 8.4 or 8.5 or the designation of a Subsidiary as an Exempt Subsidiary pursuant to Section 7.12, release the Borrower or any Guarantor from their obligations, its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.73.13, 3.83.14, 3.15 or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or change any provision requiring the consent of all Lenders or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other except as permitted thereby;
(b) without the consent of the Revolving Lenders holding more than 50% of the Revolving Commitments, or if the Revolving Commitments have been terminated, Lenders having more than 50% of the aggregate principal amount of the Revolving Obligations outstanding (taking into account in each case Participation Interests or obligation to participate therein), extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Revolving Obligations on account of the mandatory prepayment provisions of clauses (ii) through (iv), inclusive, of Section 3.3(b) or the application provisions of Section 3.3(c);
(c) without the consent of the Tranche A Term Lenders holding more than 50% of the Tranche A Term Loan Commitments, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Tranche A Term Loan on account of the mandatory prepayment provisions of clauses (ii) through (iv), inclusive, of Section 3.3(b) or the application provisions of Section 3.3(c);
(d) no amendment, modification, supplement or waiver may be made to any assignment condition precedent to any extension of credit under the Revolving Commitments set forth in Section 5.2 without the written consent of the Revolving Lenders holding more than 50% of the Revolving Commitments, it being understood that no amendment to or transfer waiver of any representation or warranty or any covenant contained in any Credit Document, or of any Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 5.2 to the making of any extension of credit under the Revolving Loans have been satisfied unless the Revolving Lenders holding more than 50% of the Revolving Commitments shall have consented to such amendment or waiver; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by a Guarantor permitted the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Credit 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 Credit Agreement or any other Credit Document; and (iv) the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. If Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent with respect to hereunder, except that the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval Commitment of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver may not be increased or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified extended without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountLender. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))Maturity Date;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase or extend the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either all or substantially all of the Collateral securing the Credit Party Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5);
(f) release the Borrower from its obligations, obligations or release all or substantially all of the Guarantors other Credit Parties from their obligations, respective obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit AgreementDocuments. If any amendmentNotwithstanding the above, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision no provisions of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the written consent of the Administrative Agent. Any increase in Agents and no provisions of Section 2.2 may be amended or modified without the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the written consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountIssuing 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Dispatch Management Services Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and signed the Requisite Lenders and acknowledged by the Required Lenders and the Borrowers; provided that no such amendmentAdministrative Agent, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected therebyLender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to:
(ai) extend except as the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase or in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effectconnection with an Asset Disposition not prohibited by Section 8.5, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral,
(ii) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or the Parent from its or their obligations, obligations under the Credit Documents; provided that Documents or all or substantially all of the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;value of the Guaranty,
(fiii) amend, modify or waive any provision of this Section 11.6 or the definition of “Requisite Lenders”, or
(iv) waive any condition set forth in Section 3.75.1(a) – (p).
(b) without the written consent of each Lender affected thereby, 3.8neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or 9.1(a)terminated so as to
(i) extend the final maturity of any Loan, or any provision portion thereof, or extend or waive any principal payment of any Credit Document whichLoan, or any portion thereof (it being understood that this clause (b)(i) shall not require the consent of each Lender affected thereby with respect to the extension or waiver of any mandatory prepayments required by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;Section 3.3(b)),
(gii) reduce the rate or extend the time of payment of interest on any percentage specified inLoan, or otherwise modifyany portion thereof, the definition or of Required Lenders; orany Fees,
(hiii) reduce or waive the principal amount of any Loan, or any portion thereof,
(iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(v) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. thereby; 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 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 (y) the Required Requisite Lenders may consent shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent proceeding and such determination shall be binding on all of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationLenders.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Amn Healthcare Services Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the Termination Date or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release either the Borrower from its obligations, or release all or substantially all of the Guarantors from its or their obligations, obligations under the Credit Documents; provided that ,
(vi) except as the Administrative Agent may release a Guarantor in accordance with Section 8.5 result of or in accordance connection with an Asset Disposition permitted under Section 11.19;8.5, release all or substantially all of the Collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent and the Collateral Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) and 2.6 may be amended; and
(d) without the consent of the Lenders electing to increase its respective Commitment Swingline Lender, no provision of Section 2.1(c), 2.2(a)(iii) and no other consent by any Lender not electing to increase its Commitment shall 2.7 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationherein.
Appears in 1 contract
Amendments, Waivers and Consents. Neither Except as set forth -------------------------------- below, any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof other Loan Documents may be amended, changed, waived, discharged amended or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed waived by the Required Lenders Lenders, and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the written any consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments given by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require Lenders, if, but only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligationsif, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only is in writing signed by the approval Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that -------- no amendment, waiver or consent shall (a) increase the amount or extend the time of the obligation of the Lenders to become effectivemake Loans (including without limitation pursuant to Section 2.6), then such Lender (b) extend the originally scheduled time or times of payment of the principal of any Loan or the time or times of payment of interest on any Loan, (c) reduce the rate of interest or fees payable on any Loan, (d) permit any subordination of the principal or interest on any Loan, (e) release any Security Document (other than as specifically permitted in this Agreement or the applicable Security Document), (f) amend the provisions of this Section 12.11 or the definition of Required Lenders, (g) amend the provisions of Section 4.4 providing that all payments to the Lenders shall have ten Business Days from be pro rata in accordance --- ---- with their respective Commitment Percentages or (h) amend the date several nature of receipt the obligations of such the Lenders under this Agreement, without the prior written consent of each Lender. In addition, no amendment, waiver or consent to respond thereto. Failure the provisions of a Lender to timely respond to such amendment, waiver or consent Article XI shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified made without the written consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that Borrower, provided, however, that:
(a) no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal thereby (other than in accordance with Section 3.5(bDefaulting Lenders));
, (bi) reduce the rate or extend the time of payment of interest (other than as a result of (x) waiving the applicability of any post-default increase in interest ratesrates or (y) thereon an amendment approved by the Required Lenders as set forth in the definition of “Applicable Margin” following the withdrawal by S&P and ▇▇▇▇▇’▇ of their ratings on the Borrower’s senior unsecured (non-credit enhanced) long term debt) on any Loan or fees hereunder, (ii) reduce the rate or extend the time of payment of any fees owing hereunder, (iii) except as otherwise permitted under Section 3.4(d), extend (A) the Commitment of any Lender, or (B) the final maturity of any Loan, or any portion thereof, or (iv) reduce the principal amount on any Loan or, except as otherwise permitted under Section 3.4(d), extend the time of payment thereof;
(cb) reduce no such amendment, change, waiver, discharge or waive termination shall, without the principal amount consent of any Loan;
each Lender directly affected thereby (dother than Defaulting Lenders), (i) change except as otherwise permitted under Section 3.4(b), increase the Commitment of a any Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the making terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
, (e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.7, 3.8, 3.14 or 9.1(aSection 3.15(b), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giii) reduce or increase any percentage specified in, or otherwise modify, the definition of “Required Lenders; or
,” or (hiv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No party;
(c) no provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 9 may be amended or modified without the consent of the Administrative Agent. Any increase , such consent in each case not to be unreasonably withheld; and
(d) designation of the Committed Amount pursuant to Section 2.7 hereof, shall Master Account or of any Financial Officer may not be effective only after obtaining made without the written consent of each at least two Financial Officers of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountBorrower. Notwithstanding anything to the fact that contrary herein, (i) the Administrative Agent’s Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders is required in certain circumstances as set forth aboveother than Defaulting Lenders), except that (x) each the Commitment of any Defaulting Lender is entitled to vote as may not be increased or extended without the consent of such Defaulting 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge amendment or termination of this Credit Agreement as contemplated by this Section 11.6, modification requiring the consent of the Required all Lenders is obtained, but or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationDefaulting Lender.
Appears in 1 contract
Amendments, Waivers and Consents. Neither In order for any amendment, change, waiver, discharge or termination of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof may other Loan Documents to be amendedbinding on the Lenders and the members of the Consolidated Shorewood Group, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is must be in writing and signed by the Required Lenders and the BorrowersLenders; provided that to be binding no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected therebyshall:
(a) extend the final maturity Revolving Loans Maturity Date or the Term Loans Maturity Date without the consent of any Loan or any portion thereof all the Lenders, or postpone any other date fixed or extend the time for any payment or prepayment of principal (other than in accordance with Section 3.5(b))to any Lender without the consent of such Lender;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or extend the time of payment of interest on any Loan made by or any fees hereunderhereunder for the account of any Lender without the consent of such Lender;
(c) reduce or waive the principal amount of any LoanLoan made by any Lender without the consent of such Lender;
(d) change increase or extend the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction effect without the consent of the Commitments by the Borrowers pursuant to Section 2.1(e) such Lender (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute an increase in the Commitment of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitmentsany Lender);
(e) except as otherwise permitted in this Agreement or the Stock Pledge Agreements, release either a Borrower or substantially all of the Guarantors from its obligations, their respective obligations under the Loan Documents or release all or substantially all of the Guarantors from their obligations, collateral pledged under the Credit DocumentsStock Pledge Agreements without the consent of all the Lenders; provided that the Lenders agree that the Administrative Agent may release the shares of a Guarantor which is dissolved in accordance with Section 8.5 or in accordance with Section 11.198.4(c);
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.7Sections 4.4(b), 3.84.6, or 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires 11.5 without the consent, approval, agreement or satisfaction consent of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders without the consent of all the Lenders; or
(h) consent to the assignment or transfer by any Credit Party a Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountLoan Documents. 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party member of the Consolidated Shorewood Group to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, 86 104 change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(i) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(a) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(c) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(e) release either the Borrower from its obligations, or release all or substantially all of the Guarantors other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(h) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(ii) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(iii) without the consent of each the Issuing Lender, no provision of Section 2.2 may be amended, and without the consent of the Lenders electing to increase its respective Commitment and Swingline Lender, no other consent by any Lender not electing to increase its Commitment shall provision of Section 2.4 may be required for any such increase in the Committed Amountamended. 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 87 105 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Syndication Amendment and Assignment (Profit Recovery Group International Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersBorrowers and acknowledged by the Administrative Agent; provided that no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))Maturity Date;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default post‑default increase in interest rates) thereon rates on the Revolving Loans or fees hereunder);
(c) reduce or waive the principal amount of any LoanRevolving Loan or extend the time of payment thereof;
(d) change increase or extend the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) except as contemplated by Section 2.6(e), release either any Borrower from its obligations, obligations or release all consent to the assignment or substantially all transfer by any Borrower of the Guarantors from their obligations, any of its rights and obligations under (or in respect of) the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section Sections 3.7, 3.8, or 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to increase the assignment or transfer by any Credit Party of any of its rights and obligations under Subsidiary Borrower Sublimit. Notwithstanding the above, (or in respect ofi) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No no provision of Section 10 3.4(d) or any other provision that affects the rights and duties of the Administrative Agent may Section 10may be amended or modified without the consent of the Administrative Agent, (ii) no provision of this Credit Agreement or any other Credit Document that addresses the rights or obligations of the Administrative Agent may be amend or modified without prior written consent of the Administrative Agent and (iii) no provision of Section 2.2 and no other provision of this Credit Agreement or any other Credit Document that addresses the rights or obligations of the L/C Issuers may be amended or modified without the prior written consent of the L/C Issuers. Any increase in Each Lender understands and agrees that if such Lender is a Defaulting Lender then, notwithstanding the Committed Amount pursuant provisions of this Section 11.6, it shall not be entitled to Section 2.7 hereof, shall be effective only after obtaining vote on any matter requiring the consent of each the Required Lenders or to object to any matter requiring the consent of all the Lenders electing Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountDefaulting Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (xA) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansBorrower Obligations, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (yB) the Required Lenders may consent to allow a Credit Party Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (PNM Resources Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(i) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(a) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or fees Fees hereunder;,
(c) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(e) release either the Borrower or substantially all of the other Credit Parties from its obligationsor their obligations under the Credit Documents,
(f) except as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;Collateral,
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hi) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other except as permitted thereby;
(ii) without the consent of Lenders holding in the aggregate more than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval 50% of the Required Lenders to become effectiveoutstanding Term Loan, then such Lender shall have ten Business Days from extend the date time for or the amount or the manner of receipt application of such amendment, waiver proceeds of any mandatory prepayment required by Sections 3.3(b)(ii) or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified (iii) hereof;
(iii) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(iv) without the consent of each the Issuing Lender, no provision of Section 2.2 may be amended, and without the consent of the Lenders electing to increase its respective Commitment and Swingline Lender, no other consent by any Lender not electing to increase its Commitment shall provision of Section 2.3 may be required for any such increase in the Committed Amountamended. 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 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 (y) Lenders holding at least 75% of the Required Lenders aggregate Commitments may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) except as contemplated by Section 2.1(g) hereof, extend the final maturity of any Revolving Loan or the time of payment of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));portion thereof,
(bii) reduce the rate or extend the time of payment of interest thereon or Fees hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon rates or fees hereunder;Fees after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis),
(ciii) reduce or waive the principal amount of any Loan;Revolving Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute an increase in the making Commitment of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release either the Borrower or substantially all of the Guarantors from its obligationsor their obligations under the Credit Documents,
(vi) except as the result of or in connection with a Divestiture permitted under Section 8.3(b), or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 may be required for any such increase in the Committed Amountamended. 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 bankruptcy reorganization plan that affects the Revolving 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Railworks Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersLenders; provided that no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender affected thereby:
Lender, (a) extend the scheduled maturities (including the final maturity maturity) or any Principal Amortization Payments of any Loan Loan, or any portion thereof thereof, or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) hereunder or reduce or waive the principal amount thereof, or (other than as contemplated pursuant to Section 9.1(f) hereof) increase the Commitments of the Lenders or any Loan;
(d) change the Commitment of a individual Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the making terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
, (eb) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral securing the Credit Party Obligations hereunder, (c) release the Borrower or substantially all of the other Credit Parties from their obligations, its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
, (fd) amend, modify or waive any provision of this Section 11.6 or Section 3.73.6, 3.8, or 9.1(a3.9, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 6.2, 10.1(a), 12.2, 12.3 or any provision of any Credit Document which12.5 hereof, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(ge) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
, or (hf) consent to allow the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer except as permitted by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consentSection 9.4 hereof. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination shall, without the consent of this Credit Agreement as contemplated Lenders holding in the aggregate at least 51% of the outstanding Tranche A Term Loans, extend the time for, or the amount or the manner of application of proceeds of, any mandatory prepayment required by this Section 11.63.2(b)(ii), (iii) or (iv). No provision of Section 11 may be amended without the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationAgent.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor -------------------------------- any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the BorrowersBorrower; provided that no such amendment, -------- change, waiver, discharge or termination shall shall, without the written consent of each Lender affected thereby:
Lender, (ai) extend the final maturity of any Loan Loan, or any portion thereof thereof, or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) hereunder or reduce or waive the principal amount thereof, or increase the Commitments of any Loan;
(d) change the Commitment of a Lender from Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the making Revolving Committed Amount shall not constitute an extension of incremental Commitments described the maturity of any Loan, or any portion thereof, or a change in the terms of any Commitment of any Lender), (ii) except as contemplated by Section 2.7 shall require only 11.16, including as the consent result of those Lenders making such incremental Commitmentsor in connection with a dissolution, merger or disposition of a Consolidated Subsidiary permitted by Section 8.3(a);
(e, Section 8.3(b) or Section 8.3(c), release either Borrower from its obligations, or subordinate the Lien of the Agent in all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligationsthe guaranty obligations hereunder, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.73.6, 3.83.10, or 3.11, 3.12, 3.13, 5.1, 5.2, 9.1(a), 9.1(f), 11.2, 11.3, 11.5 or any provision of any Credit Document which11.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders; or
" or (hv) consent to the assignment or transfer by the Borrower (or any Credit Party Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendmentparty; provided, waiver or consent with respect to further, that, upon the Credit Documents has been delivered in writing to a Lender by -------- ------- occurrence and during the Administrative Agentcontinuance of an Event of Default, and such amendment, waiver or consent requires only the approval of the Required Lenders may (with notice to, but without the consent of, the Borrower) amend the order in which payments are allocated pursuant to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consentSection 3.14(ii)(b) FIRST through SIXTH. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 2.2 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereofIssuing Lender, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 provision of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders 2.3 may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, be amended without the consent of the Required Lenders is obtained, but Swingline Lender and no provision of Section 10 may be amended without the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationAgent.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(i) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(a) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone extend or waive any other date fixed for Principal Amortization Payment of any payment of principal (other than in accordance with Section 3.5(b));Loan, or any portion thereof,
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(c) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(e) release either Borrower from its obligationsexcept as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors Collateral,
(f) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party permitted under Section 8.4, release the 108 Borrower or substantially all of the other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hi) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other except as permitted thereby;
(ii) without the consent of Lenders holding in the aggregate more than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval 50% of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights outstanding Tranche A Term Loans and duties more than 50% of the Administrative Agent may be amended outstanding Tranche B Term Loans, extend the time for or modified the amount or the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv) or (v) hereof;
(iii) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(iv) without the consent of each the Issuing Lender, no provision of Section 2.2 may be amended; and
(v) without the consent of the Lenders electing to increase its respective Commitment and Swingline Lender, no other consent by any Lender not electing to increase its Commitment shall provision of Section 2.3 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither Any provision of this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged amended or terminated unless such amendment, change, waiver, discharge or termination is supplemented only if the Borrower and the Majority Banks so agree in writing and signed by any Event of Default, Potential Event of Default, provision or breach of any provision of this Agreement may be waived before or after it occurs only if the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected therebyMajority Banks so agree in writing but:
(a) extend an amendment, supplement or waiver which puts one or more Banks in a better or worse position than one or more other Banks or changes or relates to (a) the final maturity of any Loan Tranche A Available Amount or the Tranche B Available Amount or any portion thereof Bank’s Commitment or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest Available Commitment (other than as a result of waiving contemplated by Clause 9.6 (Extension Option)), (b) the applicability of any post-default increase in interest ratesTranche A Maturity Date (other than as contemplated by Clause 9.6 (Extension Option)) thereon or fees hereunder;
the Tranche B Maturity Date, (c) reduce the amount or waive currency of the principal amount of any Loan;
Advances, (d) change the Commitment of a Lender from the amount thereof in effector date of any repayment, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligationsthe length of Terms or Default Interest Periods, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amenda reduction in the Margin or a change in the dates of payment of interest, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce the conditions precedent referred to in Clause 3, (h) a reduction in the amount or a change in the date(s) of payment of any percentage specified infee payable under Clause 10, or otherwise modify(i) the currency of any payment, (j) the definition of Required Lenders; or
“EONIA”, “EURIBOR”, “LIBOR”, or “Majority Banks”, (h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect ofk) the Credit Documents other than provisions of Clause 24 (Set-off/Pro Rata Sharing), (l) the provisions of Clause 31 (Nature of Rights and Obligations), (m) Clause 27.2 (Borrower), (n) any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect provision expressed to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. Notwithstanding the fact that require the consent of all the Lenders is required Banks (whether or not containing any other exceptions) or (p) this Clause 28.2, shall require the agreement of all the Banks and (in certain circumstances as set forth abovethe case of an amendment or supplement) the Borrower also; and
(b) an amendment, (x) each Lender is entitled supplement or waiver which changes or relates 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) rights and/or obligations of the Bankruptcy Code supersedes Agent or any Arranger shall require its agreement also. Any consent by the unanimous Agent or any Arranger or Bank or the Majority Banks under this Agreement must also be in writing. Any such waiver or consent provisions set forth herein may be given subject to any conditions thought fit by the Person giving it and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral shall be effective only in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, instance and for the consent of the Required Lenders purpose for which it is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationgiven.
Appears in 1 contract
Sources: Revolving Credit Agreement (Alstom)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged discharged, or terminated unless such amendment, change, waiver, discharge discharge, or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendment, changeprovided, waiverhowever, discharge or termination shall without the written consent of each Lender affected therebythat:
(a) except as specifically provided in clause (iv) following, without the consent of each Lender, neither this Agreement nor any other Credit Document may be amended to
(i) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the aggregate amount of the Commitments (including the Revolving Loan Commitments and the LOC Committed Amount) or, with the consent of only the Lender affected thereby, increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with an Asset Disposition permitted by Section 7.5 or as otherwise expressly permitted under Section 9.11 or the Collateral Documents, release either Borrower or subordinate any Collateral,
(vi) except as the result of or in connection with a dissolution, merger, or disposition of a member of the Consolidated Group permitted under Section 7.4, release any Credit Party from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify modify, or waive any provision of this Section 11.6 10.6 or Section 3.73.6 through Section 3.9, 3.8Section 3.10(b), Section 8.1(a), Section 10.2, Section 10.3, Section 10.5, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;Section 10.9,
(gviii) reduce any percentage specified in, or otherwise change any percentages of the Commitments which is required for the Lenders to take any action under this Agreement, or otherwise modify, the definition of Required Lenders; ,
(ix) amend the definition of (A) Eligible Installment Contracts, Eligible Inventory, or Reserves if the effect of any or all of such amendments would collectively increase the determination of the Borrowing Base by more than five percent (5.0%) or (B) Borrowing Base or Receivables Advance Rate, or
(hx) consent to the assignment or transfer by any Borrower or any other Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall no provision of Article 9 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2(a)(ii) or Section 2.6 may be required for any such increase in the Committed Amountamended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth aboveprovided in clause (a) preceding, (xy) 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 (yz) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Friedmans Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))) or permit the expiration date of any Letter of Credit to be after the Revolving Loan Maturity Date;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments Commitment by the Borrowers pursuant to Section 2.1(e) (it being further understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.1911.20;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 5.2, 9.1(a), 11.2, 11.3, 11.5 or 11.10 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of to such amendment, waiver or consent. No provision of Sections 2.2 or 2.3 may be amended or modified without the consent of the Swing Lender or Issuing Lender, as applicable. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Revolving Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Revolving Committed Amount. 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and (except in the Borrowers; provided that no such amendmentcase of a waiver granted by the Required Lenders) the Borrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby, no such amendment may:
(ai) extend the final maturity of any Loan Loan, or extend or waive any principal amortization payment of any Loan, or any portion thereof thereof, or postpone any other date fixed for any extend the time of payment of principal (other than in accordance with Section 3.5(b));any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default (other than an Event of Default of the making of incremental Commitments type described in Section 2.7 9.1(f) hereof) or mandatory reduction in the Commitments shall require only not constitute a change in the consent terms of those Lenders making such incremental Commitmentsany Commitment of any Lender);,
(ev) except (A) as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3 or (B) in connection with the release either of Guarantors pursuant to the terms of Section 4.8, release the Borrower from its obligations, or release all or substantially all of the Guarantors other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hviii) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby; and
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (United Dominion Realty Trust Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(i) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(a) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or fees Fees hereunder;,
(c) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(e) release either the Borrower or substantially all of the other Credit Parties from its obligationsor their obligations under the Credit Documents,
(f) except as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;Collateral,
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hi) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other except as permitted thereby;
(ii) without the consent of Lenders holding in the aggregate more than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval 50% of the Required Lenders to become effectiveoutstanding Term Loan, then such Lender shall have ten Business Days from extend the date time for or the amount or the manner of receipt application of such amendment, waiver proceeds of any mandatory prepayment required by Sections 3.3(b)(ii) or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified (iii) hereof;
(iii) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(iv) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither In order for any amendment, change, waiver, discharge or termination of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof may other Credit Documents to be amendedbinding on the Lenders and the Credit Parties, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is must be in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided PROVIDED that to be binding no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected therebyshall:
(a) extend the final maturity Revolving Loan Maturity Date without the consent of any Loan or any portion thereof all the Lenders, or postpone any other date fixed or extend the time for any payment or prepayment of principal (other than in accordance with Section 3.5(b))to any Lender without the consent of such Lender;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or extend the time of payment of interest on any Loan made by, or any fees hereunderhereunder for the account of, any Lender without the consent of such Lender;
(c) reduce or waive the principal amount of any LoanLoan made by any Lender without the consent of such Lender;
(d) change increase or extend the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction effect without the consent of the Commitments by the Borrowers pursuant to Section 2.1(e) such Lender (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute an increase in the Commitment of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitmentsany Lender);
(e) except as otherwise permitted in this Credit Agreement or the Collateral Documents, release either the Borrower or substantially all of the other Credit Parties from its obligations, their respective obligations under the Credit Documents or release all or substantially all of the Guarantors from their obligations, collateral pledged under the Credit Documents; provided that Collateral Documents without the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19consent of all the Lenders;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.7, 3.8, or 9.1(a3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 7.1(a), 9.2, 9.3 or any provision of any Credit Document which, by its express terms, requires 9.5 without the consent, approval, agreement or satisfaction consent of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders without the consent of all the Lenders; or
(h) consent to the assignment or transfer by any Credit Party the Borrower or of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval Section 8.4 of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified Incorporated Covenants without the consent of all the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountLenders. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Covance Inc)
Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or the Notes or any other Credit Document Loan Document, nor consent to any of departure by the terms hereof Borrower or thereof may any other Loan Party therefrom, shall in any event be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is the same shall be in writing and signed by the Required Lenders (or by the Administrative Agent on their behalf upon its receipt of the consent thereof) and the BorrowersBorrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such amendment, changewaiver or consent shall:
(a) Except as provided in Section 3.03, waiverwaive any of the conditions, discharge or termination shall in the case of the Initial Extension of Credit, specified in Section 3.02, without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)any Lender that is, at such time, a Defaulting Lender);
(b) reduce extend or increase the rate Commitment of any Lender (or reinstate any Commitment terminated pursuant to Article VI) without the written consent of such Lender or extend or increase the time amount of payment of interest (other than as a result of waiving the applicability aggregate Commitments under any Facility, or amend the pro rata treatment of any post-default increase reduction of Commitments set forth in interest rates) thereon Section 2.05 or fees hereunderof the distribution of payments set forth in Section 2.11(f), without the written consent of each Lender directly affected thereby;
(c) reduce postpone any date scheduled for any payment of principal or waive interest under Sections 2.04, 2.06(b) or 2.07, or any date fixed by the principal amount Administrative Agent for the payment of fees or other amounts due to the Lenders (or any Loanof them) hereunder or under any other Loan Document or extend the maximum duration of an Interest Period without the written consent of each Lender directly affected thereby;
(d) change reduce the Commitment principal of, or the rate of a Lender from the amount thereof in effectinterest specified herein on, other than pursuant to an assignment permitted under Sections 3.5 any Advance or 11.3(b) L/C Disbursement, or any reduction fees or other amounts payable hereunder or under any other Loan Document without the written consent of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood each Lender directly affected thereby; provided, however, that the making of incremental Commitments described in Section 2.7 shall require only the consent of those the Required Lenders making shall be necessary (i) to amend the rate of Default Interest or the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such incremental Commitments)amendment would be to reduce the rate of interest on any Advance or L/C Disbursement or to reduce any fee payable hereunder;
(e) release either Borrower change the order of application of any reduction in the Commitments or any prepayment of Advances between the Facilities from its obligationsthe application thereof set forth in the applicable provisions of Section 2.06(b), 2.11(f) or 2.13 respectively, in any manner that materially and adversely affects the Lenders under such Facilities without the written consent of each such Lender directly affected thereby;
(f) change any provision of this Section 9.02 without the written consent of each Lender, or change (i) the definition of (A) Required Lenders without the written consent of each Lender or (B) Secured Obligations, without the written consent of each Hedge Bank and each Cash Management Bank or (ii) 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 Guarantors from their obligationsCollateral in any transaction or series of related transactions, under without the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision written consent of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenderseach Lender; or
(h) consent release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the assignment Obligations owing to the Agents and the Lender Parties under the Guaranties) if such release or transfer by any Credit Party of any of its rights and obligations under (or limitation is in respect of a material portion of the value of the Guaranties to the Lender Parties, without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank and the Swing Line Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Bank or the Swing Line Bank, as the case may be, under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by the Issuing Bank; (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 obligations of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Credit Documents other than Fee Letters 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 assignment right to approve or transfer by a Guarantor permitted under this Credit Agreement. If disapprove any amendment, waiver or consent with respect to hereunder, except that the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval Commitment of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver may not be increased or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified extended without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationLender.
Appears in 1 contract
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the Termination Date or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release either the Borrower from its obligations, or release all or substantially all of the Guarantors from its or their obligations, obligations under the Credit Documents; provided that ,
(vi) except as the Administrative Agent may release a Guarantor in accordance with Section 8.5 result of or in accordance connection with an Asset Disposition permitted under Section 11.19;8.5, release all or substantially all of the collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment Section 2.1(b), 2.2(a)(ii) and no other consent by any Lender not electing to increase its Commitment shall 2.6 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Ict Group Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and signed the Requisite Lenders and acknowledged by the Required Lenders and the Borrowers; provided that no such amendmentAdministrative Agent, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected therebyLender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to:
(ai) extend except as the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase or in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effectconnection with an Asset Disposition not prohibited by Section 8.5, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral,
(ii) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or the Parent from its or their obligations, obligations under the Credit Documents; provided that Documents or all or substantially all of the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;value of the Guaranty,
(fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required “Requisite Lenders; ”,
(iv) waive any condition set forth in Section 5.1(a) – (h), or
(hv) consent (a) subordinate any of the Credit Party Obligations owed to the assignment Lenders in right of payment or transfer by any Credit Party otherwise adversely affect the priority of payment of any of its rights and obligations under such Credit Party Obligations or (or in respect ofb) subordinate any of the Liens securing the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect Party Obligations owed to the Credit Documents has been delivered Lenders (except in writing each case pursuant to a Lender by the Administrative Agent, and transaction in which participation in such amendment, waiver or consent requires only the approval of the Required Lenders other Indebtedness is offered to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy pro rata basis or insolvency proceeding. If, in connection with any proposed amendmenta “debtor in possession” financing, change, waiver, discharge or termination of this Credit Agreement on the same terms (including fees) as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more are offered to all other providers of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationfinancing).
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that Borrower, provided, however, that:
(a) no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
, (a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(bi) reduce the rate or extend the time of payment of interest (other than as a result of (x) waiving the applicability of any post-default increase in interest ratesrates or (y) thereon an amendment approved by the Required Lenders as set forth in the definition of "Applicable Percentage" following the withdrawal by S&P and ▇▇▇▇▇’▇ of their ratings on the Borrower’s senior unsecured (non-credit enhanced) long term debt) on any Loan or fees hereunder;
, (cii) reduce the rate or waive extend the time of payment of any fees owing hereunder, (iii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or any portion thereof, or (iv) reduce the principal amount of on any Loan;
(db) change no such amendment, change, waiver, discharge or termination shall, without the Commitment consent of a each Lender from directly affected thereby, (i) except as otherwise permitted under Section 3.4(b), increase the Commitments of the Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the making terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
, (e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fii) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.73.6, 3.83.10, or 9.1(a3.11, 3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or any provision of any Credit Document which10.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giii) reduce or increase any percentage specified in, or otherwise modify, the definition of "Required Lenders; or
," or (hiv) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No party;
(c) no provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 2.3 may be amended or modified without the consent of the Swingline Lender and no provision of Section 9 may be amended without the consent of the Administrative Agent. Any increase in , such consent not to be unreasonably withheld; and
(d) designation of the Committed Amount pursuant to Section 2.7 hereof, shall Master Account or of any Financial Officer may not be effective only after obtaining made without the written consent of each at least two Financial Officers of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationBorrower.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersLenders; provided that no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))principal;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) consent to the transfer by the Borrower of or release either the Borrower from its obligations, or consent to the transfer by any Guarantor of or release all or substantially all of the Guarantors from its or their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4, 3.7, 3.8, or 5.2, 9.1(a), 11.2, 11.3 or any provision 11.5 or amend or modify the definition of any Credit Document whichBorrowing Base, by its express termsBorrowing Base Property, requires the consent, approval, agreement Development Property or satisfaction of all of the Lenders;Income Property; or
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Revolving Credit Agreement (Pan Pacific Retail Properties Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower and acknowledged by the Agent, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute a change in the making terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower from its obligationsexcept as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors Collateral,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.6,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of Section 2.2 may be amended; and
(d) without the consent of the Lenders electing to increase its respective Commitment and Swingline Lender, no other consent by any Lender not electing to increase its Commitment shall provision of Section 2.3 may be required for any such increase in the Committed Amountamended. 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 bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that Borrower, provided, however, that: -------- -------
(a) no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
, (a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(bi) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees the Commitment Fee or the Letter of Credit Fee hereunder;
, (cii) extend (A) the Commitments of the Lenders, or (B) the final maturity of any Loan, or (iii) reduce or waive the principal amount of on any Loan;
(db) change no such amendment, change, waiver, discharge or termination shall, without the Commitment consent of a each Lender from affected thereby, (i) increase the Commitments of the Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the making total commitments shall not constitute a change in the terms of incremental Commitments described any Commitment of any Lender), (ii) except as the result of or in connection with a release of collateral as provided in Section 2.7 shall require only 3.16 or with a dissolution, merger or disposition permitted under Section 8.4 of the consent Incorporated Covenants, release all or substantially all of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, the collateral pledged to secure the Obligations hereunder or release all or substantially all of the Guarantors from their obligationsthe guaranty obligations hereunder, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.73.6, 3.83.10, or 9.1(a3.11, 3.12, 3.13, 3.16, Section 4, 7.1(a), 9.3, 9.5 or any provision of any Credit Document which9.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders; or
," or (hv) consent to the assignment or transfer by the Borrower (or any Credit Party Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No party; and
(c) no provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 8 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Liquidity Facility Credit Agreement (Amerisource Distribution Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: 87
(a) without the written consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended to:
(ai) extend the Termination Date or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release either the Borrower from its obligations, or release all or substantially all of the Guarantors from its or their obligations, obligations under the Credit Documents; provided that ,
(vi) except as the Administrative Agent may release a Guarantor in accordance with Section 8.5 result of or in accordance connection with an Asset Disposition permitted under Section 11.19;8.5, release all or substantially all of the Collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment Section 2.1(b), 2.2(a)(ii) and no other consent by any Lender not electing to increase its Commitment shall 2.6 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Rockford Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and signed the Requisite Lenders and acknowledged by the Required Lenders and the Borrowers; provided that no such amendmentAdministrative Agent, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected therebyLender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to:
(ai) extend except as the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase or in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effectconnection with an Asset Disposition not prohibited by Section 8.5, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral, 107
(ii) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or the Parent from its or their obligations, obligations under the Credit Documents; provided that Documents or all or substantially all of the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;value of the Guaranty,
(fiii) amend, modify or waive any provision of this Section 11.6 or the definition of “Requisite Lenders”, or
(iv) waive any condition set forth in Section 3.75.1(a) – (h).
(b) without the written consent of each Lender affected thereby, 3.8neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or 9.1(a)terminated so as to
(i) extend the final maturity of any Loan or of any reimbursement obligation, or any provision portion thereof, arising from drawings under Letters of Credit,
(ii) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit Document whichor of any Fees,
(iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, by its express termsor any portion thereof, requires arising from drawings under Letters of Credit,
(iv) increase the consent, approval, agreement Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or satisfaction Event of all Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender) or extend the expiration or termination date of the Lenders;Commitment of a Lender,
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hv) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment except as permitted thereby; or
(vi) amend or transfer by a Guarantor permitted under this Credit Agreement. If any amendmentwaive Sections 3.13, waiver or 3.14 and 3.15;
(c) without the written consent with respect to the Credit Documents has been delivered in writing to a Lender by of the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No no provision of Section 10 or any other provision that affects of any Credit Agreement pertaining to the rights duties and duties responsibilities of the Administrative Agent may be amended amended, changed, waived, discharged or modified terminated;
(d) without the written consent of the Administrative Agent. Any increase Issuing Lender(s), no provision of Section 2.2 may be amended, changed, waived, discharged or terminated;
(e) without the written consent of the Swingline Lender, no provision of Section 2.3 may be amended, changed, waived, discharged or terminated;
(f) unless also signed by Lenders (other than Defaulting Lenders) holding in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each aggregate at least a majority of the Lenders electing Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and participations in any LOC Obligations)), no such amendment, waiver or consent shall:
(i) waive any Default or Event of Default for purposes of Section 5.2, 108
(ii) amend or waive any mandatory prepayment on the Revolving Loans under Section 3.3(b) or the manner of application thereof to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. Revolving Loans under Section 3.3(b)(ii); or
(iii) amend or waive the provisions of this Section 11.6(f); 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 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 (y) the Required Requisite Lenders may consent shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent proceeding and such determination shall be binding on all of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationLenders.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))principal;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral securing the Credit Party Obligations hereunder (provided that the Collateral Agent may, without consent from their obligationsany other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5 or refinanced in accordance with Section 7.13);
(f) release the Borrower or any of the other Credit Parties from its obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.4, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hi) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount8.4. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (United Dominion Realty Trust Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that Borrower, provided, however, that:
(a) no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
, (a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(bi) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees the Commitment Fee or the Letter of Credit Fee hereunder;
, (cii) extend (A) the Commitments of the Lenders, (B) the final maturity of any Loan, or any portion thereof, or (C) the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or (iii) reduce or waive the principal amount of on any Loan;
(db) change no such amendment, change, waiver, discharge or termination shall, without the Commitment consent of a each Lender from affected thereby, (i) increase the Commitments of the Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the making total commitments shall not constitute a change in the terms of incremental Commitments described any Commitment of any Lender), (ii) except as the result of or in connection with a release of collateral as provided in Section 2.7 shall require only 3.16 or with a dissolution, merger or disposition permitted under Section 8.4, release all or substantially all of the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, collateral pledged to secure the Obligations hereunder or release all or substantially all of the Guarantors from their obligationsthe guaranty obligations hereunder, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fiii) amend, modify or waive any provision of this Section 11.6 or Section 3.73.6, 3.83.10, or 3.11, 3.12, 3.13, 3.16, Section 4, 9.1(a), 11.3, 11.5 or any provision of any Credit Document which11.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giv) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders; or
," or (hv) consent to the assignment or transfer by the Borrower (or any Credit Party Guarantor) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by to which it is a Guarantor permitted under this Credit Agreement. If any amendment, waiver or party; and
(c) no provision of Section 2.2 may be amended without the consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Issuing Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No and no provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with the waiver of any mandatory prepayment required by Section 3.5(b3.3(b));,
(bii) reduce the rate or extend the time of payment of interest thereon or Fees hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon rates or fees hereunder;Fees after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis),
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any mandatory prepayment required by Section 3.3(b) or a waiver of any Default or Event of Default shall not constitute an increase in the making Commitment of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3 of the Incorporated Covenants, release either the Borrower or substantially all of the Guarantors from its obligationsor their obligations under the Credit Documents,
(vi) except as the result of or in connection with a Divestiture permitted under Section 8.3(b) of the Incorporated Covenants, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 9.6 or Section 3.6, 3.7, 3.8, or 9.1(a3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 7.1(a), 9.2, 9.3, 9.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;9.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 8 may be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. amended; 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and signed the Requisite Lenders and acknowledged by the Required Lenders and the Borrowers; provided that no such amendmentAdministrative Agent, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected therebyLender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to:
(ai) extend except as the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase or in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effectconnection with an Asset Disposition not prohibited by Section 8.5, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral,
(ii) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or the Parent from its or their obligations, obligations under the Credit Documents; provided that Documents or all or substantially all of the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;value of the Guaranty,
(fiii) amend, modify or waive any provision of this Section 11.6 or the definition of “Requisite Lenders”, or
(iv) waive any condition set forth in Section 3.75.1(a) – (h).
(b) without the written consent of each Lender affected thereby, 3.8neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or 9.1(a)terminated so as to
(i) extend the final maturity of any Loan or of any reimbursement obligation, or any provision portion thereof, arising from drawings under Letters of Credit, or extend or waive (A) any Principal Amortization Payment of any Term Loan, or any portion thereof or (B) any principal payment of any Incremental Term Loan due pursuant to any Incremental Term Loan Agreement,
(ii) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit Document whichor of any Fees,
(iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, by its express termsor any portion thereof, requires arising from drawings under Letters of Credit,
(iv) increase the consent, approval, agreement Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or satisfaction Event of all Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender) or extend the expiration or termination date of the Lenders;Commitment of a Lender,
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hv) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment except as permitted thereby; or
(vi) amend or transfer by a Guarantor permitted under this Credit Agreement. If any amendmentwaive Sections 3.13, waiver or 3.14 and 3.15;
(c) without the written consent with respect to the Credit Documents has been delivered in writing to a Lender by of the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No no provision of Section 10 or any other provision that affects of any Credit Agreement pertaining to the rights duties and duties responsibilities of the Administrative Agent may be amended amended, changed, waived, discharged or modified terminated;
(d) without the written consent of the Administrative Agent. Any increase Issuing Lender(s), no provision of Section 2.2 may be amended, changed, waived, discharged or terminated;
(e) without the written consent of the Swingline Lender, no provision of Section 2.3 may be amended, changed, waived, discharged or terminated;
(f) unless also signed by Lenders (other than Defaulting Lenders) holding in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each aggregate at least a majority of the Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and participations in any LOC Obligations)), no such amendment, waiver or consent shall:
(i) waive any Default or Event of Default for purposes of Section 5.2,
(ii) amend or waive any mandatory prepayment on the Revolving Loans under Section 3.3(b) or the manner of application thereof to the Revolving Loans under Section 3.3(b)(v); or
(iii) amend or waive the provisions of this Section 11.6(f);
(g) unless also signed by Lenders electing to increase its respective Commitment and no (other consent by any Lender not electing to increase its Commitment shall be required for any such increase than Defaulting Lenders) holding in the Committed Amount. aggregate at least a majority of the outstanding amounts of any tranche of Term Loans (and participations therein), no such amendment, waiver or consent shall:
(i) amend or waive any mandatory prepayment on such tranche of Term Loans under Section 3.3(b) or the manner of application thereof to the tranche of Term Loans under Section 3.3(b)(v), or
(ii) amend or waive the provisions of this Section 11.6(g); 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 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 (y) the Required Requisite Lenders may consent shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent proceeding and such determination shall be binding on all of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationLenders.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and signed the Requisite Lenders and acknowledged by the Required Lenders and the Borrowers; provided that no such amendmentAdministrative Agent, changeprovided, waiverhowever, discharge or termination shall that: 119
(a) without the written consent of each Lender affected therebyLender, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to:
(ai) extend except as the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase or in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effectconnection with an Asset Disposition not prohibited by Section 8.5, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors Collateral,
(ii) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or the Parent from its or their obligations, obligations under the Credit Documents; provided that Documents or all or substantially all of the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;value of the Guaranty,
(fiii) amend, modify or waive any provision of this Section 11.6 or the definition of “Requisite Lenders”, or
(iv) waive any condition set forth in Section 3.75.1(a) – (h).
(b) without the written consent of each Lender affected thereby, 3.8neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or 9.1(a)terminated so as to
(i) extend the final maturity of any Loan or of any reimbursement obligation, or any provision portion thereof, arising from drawings under Letters of Credit, or extend or waive (A) any Principal Amortization Payment of any Term Loan, or any portion thereof or (B) any principal payment of any Incremental Term Loan due pursuant to any Incremental Term Loan Agreement,
(ii) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit Document whichor of any Fees,
(iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, by its express termsor any portion thereof, requires arising from drawings under Letters of Credit,
(iv) increase the consent, approval, agreement Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or satisfaction Event of all Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender) or extend the expiration or termination date of the Lenders;Commitment of a Lender,
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hv) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment except as permitted thereby; or
(vi) amend or transfer by a Guarantor permitted under this Credit Agreement. If any amendmentwaive Sections 3.13, waiver or 3.14 and 3.15;
(c) without the written consent with respect to the Credit Documents has been delivered in writing to a Lender by of the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No no provision of Section 10 or any other provision that affects of any Credit Agreement pertaining to the rights duties and duties responsibilities of the Administrative Agent may be amended amended, changed, waived, discharged or modified terminated; 120
(d) without the written consent of the Issuing Lender(s), no provision of Section 2.2 may be amended, changed, waived, discharged or terminated;
(e) without the written consent of the Swingline Lender, no provision of Section 2.3 may be amended, changed, waived, discharged or terminated; and
(f) unless also signed by Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the Revolving Commitments (or if the Revolving Commitments have been terminated, the outstanding Revolving Loans (and participations in any LOC Obligations)), no such amendment, waiver or consent shall:
(i) waive any Default or Event of Default for purposes of Section 5.2 (and it is hereby agreed that, notwithstanding anything to the contrary contained herein, solely with the consent of such Revolving Lenders (but without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereofRequisite Lenders or any other Lender), shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase agreement may waive, amend or modify any condition precedent set forth in Section 5.2 hereof as it pertains to any Revolving Loan));
(ii) amend or waive any mandatory prepayment on the Committed AmountRevolving Loans under Section 3.3(b) or the manner of application thereof to the Revolving Loans under Section 3.3(b)(v); or
(iii) amend or waive the provisions of this Section 11.6(f). 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 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 (y) the Required Requisite Lenders may consent shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent proceeding and such determination shall be binding on all of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationLenders.
Appears in 1 contract
Amendments, Waivers and Consents. Neither No amendment or waiver of any provision of this Credit Agreement nor or the Notes or any other Credit Document Loan Document, nor consent to any of departure by the terms hereof Borrower or thereof may any other Loan Party therefrom, shall in any event be amended, changed, waived, discharged or terminated effective unless such amendment, change, waiver, discharge or termination is the same shall be in writing and signed by the Required Lenders (or by the Administrative Agent on their behalf upon its receipt of the consent thereof) and the BorrowersBorrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided provided, however, that no such amendment, changewaiver or consent shall:
(a) Except as provided in Section 3.03, waiverwaive any of the conditions, discharge or termination shall in the case of the Initial Extension of Credit, specified in Section 3.02, without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b)any Lender that is, at such time, a Defaulting Lender);
(b) reduce extend or increase the rate Commitment of any Lender (or reinstate any Commitment terminated pursuant to Article VI) without the written consent of such Lender or extend or increase the time amount of payment of interest (other than as a result of waiving the applicability aggregate Commitments under any Facility, or amend the pro rata treatment of any post-default increase reduction of Commitments set forth in interest rates) thereon Section 2.05 or fees hereunderof the distribution of payments set forth in Section 2.11(f), without the written consent of each Lender directly affected thereby;
(c) reduce postpone any date scheduled for any payment of principal or waive interest under Sections 2.04, 2.06(b) or 2.07, or any date fixed by the principal amount Administrative Agent for the payment of fees or other amounts due to the Lenders (or any Loanof them) hereunder or under any other Loan Document or extend the maximum duration of an Interest Period without the written consent of each Lender directly affected thereby;
(d) change reduce the Commitment principal of, or the rate of a Lender from the amount thereof in effectinterest specified herein on, other than pursuant to an assignment permitted under Sections 3.5 any Advance or 11.3(b) L/C Disbursement, or any reduction fees or other amounts payable hereunder or under any other Loan Document without the written consent of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood each Lender directly affected thereby; provided, however, that the making of incremental Commitments described in Section 2.7 shall require only the consent of those the Required Lenders making shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such incremental Commitments)amendment would be to reduce the rate of interest on any Advance or L/C Disbursement or to reduce any fee payable hereunder;
(e) release either Borrower change the order of application of any reduction in the Commitments or any prepayment of Advances between the Facilities from its obligationsthe application thereof set forth in the applicable provisions of Sections 2.06(a) and (b) respectively, in any manner that materially and adversely affects the Lenders under such Facilities or require the permanent reduction of the Revolving Credit Facility at any time when all or a portion of the Term Facility remains in effect without the written consent of each such Lender directly affected thereby;
(f) change any provision of this Section 9.02 without the written consent of each Lender, or change (i) the definition of (A) Required Lenders without the written consent of each Lender or (B) Secured Obligations, without the written consent of each Hedge Bank and each Cash Management Bank or (ii) 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 Guarantors from their obligationsCollateral in any transaction or series of related transactions, under without the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19written consent of each Lender;
(fh) amend, modify release one or waive any provision more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lender Parties under the Guaranties) if such release or limitation is in respect of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all a material portion of the Lendersvalue of the Guaranties to the Lender Parties, without the written consent of each Lender;
(gi) reduce as to any percentage specified inFacility, impose any greater restriction on the ability of any Lender under such Facility to assign any of its rights or otherwise modifyobligations hereunder without the written consent of Lenders having at least a majority of the sum of (i) the unused portion, if any, of the Commitments under such Facility plus (ii) the total outstanding amount of the Advances under such Facility, in each case, at such time then in effect. For purposes of this clause (i), the definition aggregate amount of Required Lenderseach Lender’s risk participation and funded participation in L/C Disbursements shall be deemed to be held by such Lender; or
(hj) consent amend or waive any of the conditions set forth in Sections 3.01 or 3.02 relating to the assignment or transfer by any Credit Party obligations of any Revolving Credit Lender to make Revolving Credit Advances, Swing Line Advances or L/C Credit Extensions without the written consent of its the Required Revolving Credit Lenders; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank and the Swing Line Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Bank or the Swing Line Bank, as the case may be, under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by the Issuing Bank; (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 obligations of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (or in respect ofiii) the Credit Documents other than Fee Letters 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 assignment right to approve or transfer by a Guarantor permitted under this Credit Agreement. If disapprove any amendment, waiver or consent with respect to hereunder, except that the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval Commitment of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver may not be increased or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified extended without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationLender.
Appears in 1 contract
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))) or permit the expiration date of any Letter of Credit to be after the Revolving Loan Maturity Date;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being further understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Sections 2.2 or 2.3 may be amended or modified without the consent of the Swing Lender or Issuing Lender, as applicable. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Revolving Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Revolving Committed Amount. 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Revolving Credit Agreement (Brandywine Operating Partnership Lp /Pa)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: 102 108 (a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone extend or waive any other date fixed for Principal Amortization Payment of any payment of principal (other than in accordance with Section 3.5(b));Loan, or any portion thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower from its obligationsexcept as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors Collateral,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.thereby;
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with an Asset Disposition permitted by Section 8.5 or otherwise expressly permitted under the Collateral Documents, release either any Collateral having a book value exceeding $1,500,000,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release the Borrower or any other Credit Party from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by the Borrower or any other Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of Section 2.2(a)(ii) or 2.6 may be amended; and
(d) the advance rate percentages against Eligible Receivables and Eligible Inventory comprising the Borrowing Base may be adjusted downward by the Administrative Agent in its good faith discretion (and thereafter readjusted upward by the Administrative Agent in its good faith discretion to rates not in excess of the Lenders electing to increase its respective Commitment and no original advance rates) without the prior consent of, or notice to, the Credit Parties or the other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountLenders. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Friedmans Inc)
Amendments, Waivers and Consents. Neither this Credit This Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge observance of any term hereof may be waived (either retroactively or termination shall without prospectively) with (and only with) the written consent of the Company and the Required Holders; provided, however, that no such amendment or waiver may, without the prior written consent of the Holder of each Lender Note and Exchange Note then outstanding and affected thereby:
thereby (a) extend subject any Holder to any additional obligation, (b) reduce the final maturity principal of any Loan (or Default Amount in respect thereof), or any portion thereof premium or rate of interest or Special Interest on, any Note or Exchange Note, (c) postpone any other the date fixed for any payment of principal of (other than or Default Amount in accordance with Section 3.5(brespect thereof));
(b) reduce the rate , or extend the time of payment of any premium or interest (other than as a result of waiving the applicability of or Special Interest on, any post-default increase in interest rates) thereon Note or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
Exchange Note, (d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 ranking or 11.3(b) or any reduction priority of the Commitments by Notes or the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all percentage of the Guarantors from their obligations, aggregate principal amount of the Notes the Holders of which shall be required to consent or take any other action under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 14.4 or any other provision that affects of this Agreement and (e) amend or waive the rights and duties provisions of Sections 7.7, 7.9 or 8.5 or any of the Administrative Agent definitions used in such Sections; and, provided, further, however, that no such amendment or waiver may, without the prior written consent of Ares, so long as Ares owns any Notes, amend or waive the provisions of Sections 7.8 (to the extent such provisions related to the Non-Voting Observer), 8.10, 12.2 and 12.7. No amendment or waiver of this Agreement will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or thereby impair any right consequent thereon. As used herein, the term this “Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationsupplemented.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:,
(a) without the consent of each Lender affected thereby,
(i) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));Maturity Date,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with an Asset Dissolution
(vi) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release either the Borrower from its obligations, or release all or substantially all of the Guarantors other Credit Parties from their obligations, its obligations under the Credit Documents; Documents (provided that the Administrative Agent may may, without consent from any other Lender, release a any Guarantor that is sold or transferred in accordance conformance with Section 8.5 or in accordance with Section 11.19;8.5),
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.73.5(a), 3.5(b)(i), 3.5(b)(ii), 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 9.1(a), 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.5,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; Lenders or
(hix) consent to the assignment or transfer by any the Borrower (or substantially all of the other Credit Party Parties) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby; and
(b) without the consent of the Administrative Agent. Any increase in , no provision of the Committed Amount pursuant to second paragraph of Section 2.7 hereof2.1(c), shall Section 3.5(c) or Section 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 or Section 3.5(b)(iii) may be required for any such increase in the Committed Amountamended. 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 bankruptcy reorganization plan that affects the LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither Except as set forth below or as specifically provided in any Loan Document (including Section 5.8(c)), any term, covenant, agreement or condition of this Credit Agreement nor any other Credit Document nor or any of the terms hereof or thereof other Loan Documents may be amendedamended or waived by the Lenders, changedand any consent given by the Lenders, waivedif, discharged or terminated unless but only if, such amendment, change, waiver, discharge waiver or termination consent is in writing and signed signedand approved by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the BorrowersAdministrative Agent and, in the case of an amendment, signed by the Borrower; provided provided, that no such amendment, changewaiver or consent shall:
(a) subordinate any of the Obligations owed to the Revolving Credit Lenders in right of payment or otherwise adversely affect the priority of the payment of any of such Obligations without the consent of each of the Revolving Credit Lenders;
(a) increase or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or increase the amount of Loans of any Lender, waiverin any case, discharge without the written consent of such Lender;
(c) (b) waive, extend or termination shall postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding any payment required by Section 4.4(b)(i), 4.4(b)(ii), 4.4(b)(iii), or 4.4(b)(iv)) 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 directly and adversely affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Switch, Inc.)
Amendments, Waivers and Consents. Neither NeitherExcept as expressly set forth in this Credit Agreement (including Section 2.18), neither this Agreement, nor any other Credit Loan Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers114 ▇▇▇▇-▇▇▇▇-▇▇▇▇.14875-3923-5757.8 Borrower; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
: (a) extend the final maturity of any Loan or any portion thereof Maturity Date, or postpone any other date fixed or extend the time for any payment or prepayment of principal (other than in accordance with Section 3.5(b));
principal; (b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees or other amounts payable hereunder;
; (c) reduce or waive the principal amount of any Loan;
Loan or L/C Borrowing; (d) change increase or extend the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
; (e) release either the Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Loan Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 10.6 or Section 3.7, 3.8, or 9.1(aSections 2.12(a), 2.13, 2.14, 8.1(a), 10.2, 10.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
10.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment Loan Documents; (i) unless also signed by the L/C Issuers, affect the rights or transfer by a Guarantor permitted 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 them; (j) unless also signed by the Swing Line Lender, affect the rights or duties of the Swing Line Lender under this Agreement. If any amendment, waiver ; or consent with respect to the Credit Documents has been delivered in writing to a Lender (k) unless also signed by the Administrative Agent, and such amendment, waiver affect the rights or consent requires only the approval duties of the Required Lenders to become effectiveAdministrative Agent under this Agreement or any other Loan Document. Any Fee Letter may be amended, then such Lender shall have ten Business Days from or rights and privileges thereunder waived, in a writing executed only by the date of receipt of such amendment, waiver or consent to respond parties thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 9 may be amended or modified without the consent of the Administrative Agent. Any increase in Notwithstanding anything to the Committed Amount pursuant contrary herein, no Defaulting Lender shall have any right to Section 2.7 hereofapprove or disapprove any amendment, shall be effective only after obtaining the waiver or consent of each of the Lenders electing to increase hereunder (and any amendment, waiver or consent which by its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. Notwithstanding the fact that terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders is required in certain circumstances as set forth aboveother than Defaulting Lenders), except that (x) each the Commitment of any Defaulting Lender is entitled to vote as may not be increased or extended without the consent of 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge amendment or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such nonmodification 115 ▇▇▇▇-consenting Lender or Lenders (so long as all non▇▇▇▇-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non▇▇▇▇.14875-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.3923-5757.8
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentPrincipal Borrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended, supplemented or modified to
(ai) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower (i) any Borrower, or (ii) except as permitted by Section 8.17, any other Credit Party, from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.73.13, 3.83.14, or 3.15(b), 9.1(a), 11.2, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders and Supermajority Lenders; , or
(hviii) consent to the assignment or transfer by any Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or thereby;
(b) without the consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effectiveSupermajority Lenders, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No no provision of Section 10 7.11(a) or any other provision that affects the rights and duties of the Administrative Agent definitions utilized therein may be amended amended, modified, supplemented or modified deleted;
(c) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof10 may be amended, shall be effective only after obtaining modified, supplemented or deleted; and
(d) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.3 may be required for any such increase in the Committed Amountamended modified, supplemented or deleted. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. IfThe Administrative Agent shall have the exclusive authority to release any Guarantor disposed of by a Credit Party in accordance with the terms of Section 8.17 and shall, in connection with upon the written request of the Borrowers, release any proposed amendment, change, waiver, discharge or termination such Guarantor upon the disposition thereof if such Guarantor is permitted to be disposed of this Credit Agreement as contemplated by pursuant to Section 8.17. The Administrative Agent shall give notice to each Lender promptly upon any release of a Guarantor pursuant to the terms of this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Highwoods Realty LTD Partnership)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3, release either the Borrower or substantially all of the Guarantors from its obligationsor their obligations under the Credit Documents,
(vi) except as the result of or in connection with a disposition permitted under Section 8.3(b), or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce modify any percentage specified in, or otherwise modifyamend, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Just for Feet Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any other Credit Document may be amended to
(ai) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone extend or waive any other date fixed for any principal amortization payment of principal (other than in accordance with Section 3.5(b));the Bridge Loan, the Tranche A Term Loan or the Tranche B Term Loan, or any portion thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-post- default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower from its obligationsexcept as the result of or in connection with an Asset Disposition permitted by Section 9.5, or release all or substantially all of the Guarantors Collateral,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 9.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvii) amend, modify or waive any provision of this Section 11.6 12.6 or Section 3.6, 3.7, 3.8, or 9.1(a3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 10.1(a), 12.2, 12.3, 12.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;12.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or thereby;
(i) without the consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Revolving Lenders holding more than 50% of the Revolving Commitments, or if the Revolving Commitments have been terminated, Lenders having more than 50% of the aggregate principal amount of the Revolving Obligations outstanding (taking into account in each case Participation Interests or obligation to become effectiveparticipate therein), then such Lender shall have ten Business Days from extend the date time for, or reduce the amount, or otherwise alter the manner of receipt application of such amendmentproceeds in respect of the Revolving Obligations on account of the mandatory prepayment provisions of clauses (ii) through (iv), waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendmentinclusive, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 3.3(b) or any other provision that affects the rights and duties application provisions of Section 3.3(c).
(ii) without the consent of the Administrative Agent may be amended Tranche A Term Lenders holding more than 50% of the Tranche A Term Loan Commitments, extend the time for, or modified reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Tranche A Term Loan on account of the mandatory prepayment provisions of clauses (ii) through (iv), inclusive, of Section 3.3(b) or the application provisions of Section 3.3(c).
(iii) without the consent of the Tranche B Term Lenders holding more than 50% of the Tranche B Term Loan Commitments, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Tranche B Term Loan on account of the mandatory prepayment provisions of clauses (ii) through (iv), inclusive, of Section 3.3(b) or the application provisions of Section 3.3(c).
(iv) without the consent of the Bridge Lenders holding more than 50% of the Bridge Loan Commitments, extend the time for, or reduce the amount, or otherwise alter the manner of application of proceeds in respect of the Bridge Loan on account of the mandatory prepayment provisions of clause (ii) of Section 3.3(b) or the application provisions of Section 3.3(c).
(c) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 11 may be effective only after obtaining amended; and
(d) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersCredit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))) or permit the expiration date of any Letter of Credit to be after the Revolving Loan Maturity Date;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor if an equity interest in a Guarantor is transferred in accordance with Section 8.5 or equity is issued in accordance with Section 11.1911.20;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 5.2, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.10;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party either Borrower of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit AgreementDocuments. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of to such amendment, waiver or consent. No provision of Section 10 2.2 may be amended or any other provision that affects modified without the rights and duties consent of the Administrative Agent Issuing Lender. No provision of Section 10 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any of the other Credit Document Documents, nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided Parent, provided, however, that no such amendment, 87 change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:,
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on any Loan or fees hereunder;,
(b) extend (i) the Termination Date, (ii) the final maturity of any Loan or postpone any other date fixed for any payment of principal (including any scheduled amortization of a principal payment on the Term Loan but excluding the waiver of any mandatory prepayment pursuant to Section 3.3(b)(ii), or (iii) the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(c) reduce or waive the principal amount of on any Loan;
(d) change increase the Commitment of a any Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or of a mandatory reduction in the making total commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent Commitment of those Lenders making such incremental Commitmentsany Lender);,
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;Guaranty Obligations hereunder,
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.73.6, 3.83.10, or 3.11, 3.12, 3.13, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which11.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;or
(g) reduce any percentage specified in, or otherwise modify, the definition of "Required Lenders; or
(h) consent ." In addition to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendmentforegoing, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No no provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent 2.3 may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment Issuing Lender and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 provision of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders 10 may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, be amended without the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or terminationAgent.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(1) without the written consent of each Lender affected thereby:, the Required Lenders may not,
(aA) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof thereof, arising from drawings under Letters of Credit, or postpone extend or waive any other date fixed for Principal Amortization Payment of any payment of principal (other than in accordance with Section 3.5(b));Loan, or any portion thereof,
(bB) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(cC) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(dD) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(eE) release either Borrower from its obligationsexcept as the result of or in connection with an Asset Disposition permitted by Section 8.5, or release all or substantially all of the Guarantors Collateral,
(F) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or substantially all of the other Credit Parties from its or their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fG) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gH) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hI) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(2) without the consent of the Administrative Agent. Any increase in Required Lenders, there may not be an extension of time for or the Committed Amount pursuant to amount or the manner of application of proceeds of any mandatory prepayment required by Section 2.7 3.3(b)(ii), (iii), (iv) or (v) hereof, shall be effective only after obtaining ;
(3) without the consent of each the Agent, no provision of Section 10 may be amended;
(4) without the consent of the Lenders electing to increase its respective Commitment and Issuing Lender, no other consent by any Lender not electing to increase its Commitment shall provision of Section 2.2 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentCredit Parties, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Agreement nor any of the other Credit Documents may be amended to
(ai) extend the final maturity of any Loan Loan, or any portion thereof thereof; or postpone any other date fixed for any extend the time of payment of principal (other than in accordance with Section 3.5(b))any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit;
(bii) reduce the rate or extend the time of payment of interest thereon or fees hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon rates or fees hereunder;Fees after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis),
(ciii) reduce or waive the principal amount of any Loan;, or any portion thereof, or reduce or waive the principal amount of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute an increase in the making Commitment of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Credit Party permitted by this Agreement, release either the Borrower or all or substantially all of the Credit Parties from its obligationsor their obligations under the Credit Documents,
(vi) except as the result of or in connection with a Divestiture permitted under this Agreement, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 12.6 or Section 3.73.10, 3.83.13, or 9.1(a3.14, 3.15, 10.1(a), 12.2, 12.3, 12.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;12.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by the Borrower or any Credit Party Guarantor of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Agents, no provision of Section 2.7 hereof, shall 11 may be effective only after obtaining amended; and
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.1(b), 2.2(a)(ii), 2.6 or 3.5(a)(ii) may be required for any such increase in the Committed Amountamended. 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 bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Debtor in Possession Financing Agreement (Railworks Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that: -------- -------
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) extend the final maturity of any Loan or extend or waive any principal amortization payment of any Loan, or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));thereof,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest ratesrates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release either the Borrower or substantially all of the other Credit Parties from its obligationsor their obligations under the Credit Documents,
(vi) except as the result of or in connection with a disposition permitted under Section 8.4(b), release all or substantially all of the collateral,
(vii) except as a result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.4, release the Borrower or all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;Agreement,
(fviii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gix) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hx) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit -------------------------------- Agreement nor any other Credit Loan Document nor any of the terms hereof or thereof may be materially amended, changed, waived, discharged or terminated terminated, nor shall any consent or approval be deemed granted hereunder, unless such amendment, change, waiver, discharge discharge, termination, consent or termination approval is in writing and signed by the Required Lenders and the BorrowersAgent; provided provided, that no such amendment, change, -------- waiver, discharge discharge, termination, consent or termination shall approval shall, without the written consent of each Lender affected thereby:
Lender, (ai) extend the scheduled maturity (including the final maturity maturity) of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) the Loan, reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) hereunder or reduce or waive the principal amount of any Loan;
(d) change thereof, or increase the Total Commitment of a Lender from the Lenders over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 (ii) amend or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.72.6, 3.82.7, 7.1 or 9.1(a)10.25, or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(giii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
, subject also to Borrower's rights under Section 9.11, or (hiv) subject to Section 5.6(c), consent to the assignment or transfer by any Credit Party Borrower of any of its their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect Agreement (except to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consentextent permitted hereunder). No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent Article IX may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. 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 supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Desert Springs Marriott Limited Partnership)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersLenders; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected thereby:
(a) extend the scheduled maturities (including the final maturity maturity) of any Loan or extend or waive any Principal Amortization Payment of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))thereof;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase or extend the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); provided that the making of incremental Commitments described Tranche B Term Loan Committed Amount may be increased in accordance with Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);2.4.
(e) release either all or substantially all of the Collateral securing the Credit Party Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or transferred by a Credit Party in conformance with Section 8.5);
(f) release the Borrower from its obligations, obligations or release all or substantially all of the Guarantors other Credit Parties from their obligations, respective obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(fg) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b)(i), 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 5.2, 9.1(a), 9.3, 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(gh) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(hor Any amendment to Section 3.3(b) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or the defined terms contained in respect ofsuch Section 3.3(b) shall be effective upon the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or written consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders. No amendment or change that affects the application of prepayments pursuant to Section 3.3(c) or the allocation of payments between the Tranche A Term Loans and Tranche B Loans shall be effective unless Lenders to become effective, then such Lender holding in the aggregate at least 51% of the outstanding Tranche A Terms Loans and at least 51% of the Tranche B Term Loans shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure such amendment or change in allocation of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consentpayments. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant No provision affecting an Issuing Lender's rights to (a) reimbursement or indemnity under Section 2.7 hereof, shall 2.2 or (b) any fronting fee under Section 3.4(b)(ii) may be effective only after obtaining amended without the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountIssuing 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowersthen Credit Parties; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected therebyall the Lenders:
(a) extend the final maturity of any Loan or any portion thereof Maturity Date, or postpone any other date fixed or extend the time for any payment or prepayment of principal (other than in accordance with Section 3.5(b))principal;
(b) (i) reduce the rate of interest or the amount of fees or (ii) extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change increase or extend the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either the Borrower from its obligations, obligations or consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents or release all or substantially all of the Guarantors from their obligations, respective obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.4(c)(i), 3.7, 3.8, or 9.1(a), 9.3, 11.2, 11.3 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders11.5;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
. Notwithstanding the above, (hi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision no provisions of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to Agent and (ii) no provisions of Section 2.7 hereof, shall 2.2 may be effective only after obtaining amended or modified without the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed AmountIssuing 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 LoansLoans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentPrincipal Borrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) release either Borrower (i) any Borrower, or (ii) except as permitted by Section 8.17, any other Credit Party, from its obligations, or release all or substantially all of the Guarantors from their obligations, obligations under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;,
(fvi) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15(b), 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which11.9, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;91
(gvii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hviii) consent to the assignment or transfer by any Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall Section 2.2 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers The Administrative Agent shall have the right exclusive authority to replace all, but not less than all, release any Guarantor disposed of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers a Credit Party pursuant to the terms of Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination8.17.
Appears in 1 contract
Amendments, Waivers and Consents. Neither (a) without the consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Borrowers; provided that no such amendment, change, waiver, discharge or termination shall without the written consent of each Lender affected therebyamended to:
(ai) extend the Termination Date or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof or postpone any other date fixed for any payment thereof, arising from drawings under Letters of principal (other than in accordance with Section 3.5(b));Credit,
(bii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees Fees hereunder;,
(ciii) reduce or waive the principal amount of any Loan;Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a member of the Consolidated Group permitted under Section 8.4, release either the Borrower from its obligations, or release all or substantially all of the Guarantors from its or their obligations, obligations under the Credit Documents; provided that ,
(vi) except as the Administrative Agent may release a Guarantor in accordance with Section 8.5 result of or in accordance connection with an Asset Disposition permitted under Section 11.19;8.5, release all or substantially all of the Collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, or 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower or all or substantially all of the other Credit Party Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent and the Collateral Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 10 may be effective only after obtaining amended;
(c) without the consent of each the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) and 2.6 may be amended; and
(d) without the consent of the Lenders electing to increase its respective Commitment Swingline Lender, no provision of Section 2.1(c), 2.2(a)(iii) and no other consent by any Lender not electing to increase its Commitment shall 2.7 may be required for any such increase in the Committed Amountamended. 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Ameripath Inc)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by entered into by, or approved in writing by, the Required Lenders and the Borrowers; provided that no such amendmentBorrower, changeprovided, waiverhowever, discharge or termination shall that:
(a) without the written consent of each Lender affected thereby:, neither this Credit Agreement nor any of the other Credit Documents may be amended to
(ai) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));Loan,
(bii) reduce the rate or extend the time of payment of interest thereon or Fees hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon rates or fees hereunder;Fees after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis),
(ciii) reduce or waive the principal amount of any Loan;,
(div) change increase the Commitment of a Lender from over the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) effect (it being understood and agreed that a waiver of any Default or Event of Default shall not constitute an increase in the making Commitment of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitmentsany Lender);,
(ev) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3 of the Incorporated Covenants, release either the Borrower or substantially all of the Guarantors from its obligationsor their obligations under the Credit Documents,
(vi) except as the result of or in connection with a Divestiture permitted under Section 8.3(b) of the Incorporated Covenants, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;collateral,
(fvii) amend, modify or waive any provision of this Section 11.6 9.6 or Section 3.6, 3.7, 3.8, or 9.1(a3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 7.1(a), 9.2, 9.3, 9.5 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;9.9,
(gviii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; , or
(hix) consent to the assignment or transfer by any the Borrower (or another Credit Party Party) of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor except as permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified thereby;
(b) without the consent of the Administrative Agent. Any increase in the Committed Amount pursuant to , no provision of Section 2.7 hereof, shall 8 may be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount. amended; 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 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 (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract
Sources: Credit Agreement (Railworks Corp)
Amendments, Waivers and Consents. Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the BorrowersBorrower; provided that that, except as provided in Section 2.10(b), no such amendment, change, waiver, discharge or termination shall shall, without the written consent of each Lender directly affected thereby:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b))Maturity Date;
(b) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon on the Loans or fees hereunderhereunder or specify a method for establishing the Applicable Margin pursuant to the fourth sentence of the definition;
(c) reduce or waive the principal amount of any LoanLoan or extend the time of payment thereof;
(d) change increase or extend the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the making Commitments shall not constitute a change in the terms of incremental Commitments described in Section 2.7 shall require only the consent any Commitment of those Lenders making such incremental Commitmentsany Lender);
(e) release either the Borrower from its obligations, obligations or release all consent to the assignment or substantially all transfer by the Borrower of the Guarantors from their obligations, any of its rights and obligations under (or in respect of) the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 11.06 or Section 3.7Sections 3.08, 3.83.09, or 9.1(a9.01(a), 11.02, 11.03 or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;11.05; or
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
. Notwithstanding the above, (hi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a Lender to timely respond to such amendment, waiver or consent shall be deemed an approval by such Lender of such amendment, waiver or consent. No no provision of Section 10 2.10 or any other provision that affects the rights and duties of the Administrative Agent Section 3.04(b) may be amended or modified without the consent of the Administrative Agent. Any increase ; (ii) no provision of this Credit Agreement or any other Credit Document that addresses the rights or obligations of the Administrative Agent (including, without limitation, Article X) may be amended or modified without prior written consent of the Administrative Agent; and (iii) Schedule 1.01(a) shall be amended and restated from time to time in the Committed Amount pursuant to manner specified in Section 2.7 hereof, shall be effective only after obtaining the consent of each of the Lenders electing to increase its respective Commitment and no other consent by any Lender not electing to increase its Commitment shall be required for any such increase in the Committed Amount2.08(d). Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (xA) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the LoansBorrower Obligations, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes supersede the unanimous consent provisions set forth herein and (yB) the Required Lenders may consent to allow a Credit Party the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 1 contract