Waivers, Amendments, Etc. (a) The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is consented to by the Issuer and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required Holders; provided, however, that no such amendment, modification or waiver of the following shall be effective unless: (i) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders or by the Required Holders; (ii) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations; (iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes); (iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof; (v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or (vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes. (b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. (c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 2 contracts
Sources: Purchase Agreement (Horizon Offshore Inc), Purchase Agreement (Horizon Offshore Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Rate Protection Agreements, Letters of Credit or the Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Company and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, provided that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify clause (b) of Section 4.7 or Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Revolving Loan Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender (provided that the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.2.2);
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders consent of all Lenders;
(e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(f) except as otherwise expressly provided in a Loan Document, release (i) the Borrowers from their Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders;
(g) amend, modify or waive after the Closing Date any condition precedent set forth in Section 5.2 (or any Default to the extent such amendment, waiver or other modification would enable the Borrowers to satisfy clause (b) of Section 5.2.1) unless consented to by the Required Holders;
(ii) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersRevolving Lenders; or
(vih) affect adversely the interests, rights or obligations of any Agent (in its capacity as such Agent), any Issuer (in its capacity as Issuer), or the Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by each Noteholdersuch Person, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Ferro Corp), Credit Agreement (Ferro Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders each Obligor party thereto and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, or clause (a) of Section 10.10, change the definition of "Required Holders," Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder to Lender, reduce any additional obligationsfees described in Article III, release any material Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or all or substantially all of the collateral security (except in each case as otherwise specifically provided in this Agreement, the Subsidiary Guaranty, a Security Agreement or a Pledge Agreement) or extend any Commitment Termination Date shall be made without the consent of each Lender adversely affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment scheduled repayment of principal of or interest on the Notes or fees payable in respect of any Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Loan) or any Reimbursement Obligation (which shall in each case include the Notes)conversion of all or any part of the Obligations into equity of any Obligor) shall be made without the consent of the holder of the Note evidencing such Loan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation;
(ivd) affect adversely the interests, rights or obligations of any Agent, Issuer, Arranger or the Swing Line Lender (in its capacity as Agent, Issuer, Arranger or Swing Line Lender), unless consented to by each Noteholdersuch Agent, if such amendmentIssuer, modification Arranger or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with Swing Line Lender, as the terms hereofcase may be;
(vi) consented change the definition of "Borrowing Base Amount", "Eligible Account" or "Net Asset Value" (in each case if the effect of such change would be to by each Noteholder, if require a Lender to make or participate in a Credit Extension in an amount that is greater than such amendment, modification Lender would have had to make or waiver would affect participate in immediately prior to such change) or (ii) have the ranking effect (either immediately or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan or the issuance of a Letter of Credit without the consent of Lenders holding at least 51% of the Notes or any Guarantee in a manner adverse to the NoteholdersRevolving Loan Commitments; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Brand Scaffold Services Inc), Credit Agreement (Brand Scaffold Services Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Term Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders each Obligor party thereto and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersTerm Loan Lenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Term Loan Lenders or by the Required Holders;
(ii) Term Loan Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Term Loan Lender;
(b) modify this Section 9.110.1, or clause (i) of Section 10.10, change the definition of "Required Holders," Term Loan Lenders, increase any Term Loan Commitment Amount or subject the Term Loan Percentage of any Noteholder to any additional obligationsTerm Loan Lender, release all or substantially all of the Term Loan Collateral (except in each case as otherwise specifically provided in this Agreement or applicable Term Loan Security Document) or extend the Term Loan Commitment Termination Date, shall be made without the consent of each Term Loan Lender affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount or application of, any payment scheduled repayment or prepayment of principal of or interest on the Notes (any Term Loan or reduce the principal amount of or rate of interest on any Term Loan, shall be made without the Notes)consent of the holder of the Term Note evidencing such Term Loan;
(ivd) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or the Arranger (in its capacity as Agent, the Collateral Agent or the Arranger), unless consented to by each Noteholdersuch Agent, if such amendmentthe Collateral Agent or the Arranger, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with as the terms hereofcase may be;
(ve) consented to by each Noteholderamend, if such amendment, modification modify or waiver would affect waive the ranking provisions of the Notes or any Guarantee in a manner adverse to the Noteholders; or
clause (vid) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof Section 3.1.1 or the exercise penultimate paragraph of any other power Section 7.2.12 without the consent of each Term Loan Lender or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.Assignee Term Loan Lender;
Appears in 2 contracts
Sources: Term Loan Agreement (Specialty Foods Corp), Term Loan Agreement (Specialty Foods Acquisition Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend any Commitment Termination Date, or modify this Section 11.1 or Section 4.8 without the consent of all Lenders;
(b) increase the aggregate amount of any Lender’s Percentage of any Commitment Amount, increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(c) extend the Stated Maturity Date or the scheduled payment date for any principal installment of any Lender’s Loan, or reduce the principal amount of or rate of interest on any Lender’s Loan or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each Noteholdercase, if without the consent of such amendmentLender (it being understood and agreed, modification however, that any vote to rescind any acceleration made pursuant to Section 9.2 and Section 9.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(d) change the definition of “Required Lenders” or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented to by each Noteholderrelease (i) any Guarantor which is a Significant Subsidiary from its obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, if such amendment, modification in either case without the consent of all Lenders except as expressly provided herein or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes)therein;
(ivg) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from change any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
of clause (vd) consented to by each Noteholder, if such amendment, modification of Section 2.4 or waiver would affect Section 2.8 without the ranking consent of the Notes or any Guarantee in a manner adverse to the NoteholdersWachovia; or
(vih) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), or any Issuer (in its capacity as Issuer), unless consented to by each Noteholderthe Administrative Agent or such Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of the Administrative Agent, any Noteholder Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Noteholder Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Titan Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Company and the Required Holders each Obligor party thereto and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.111.1, or clause (i) of Section 11.10, change the definition definitions of "Required Holders,Lenders" or subject "Total Exposure Amount", increase any Noteholder Commitment Amount or the Percentage of any Lender (other than pursuant to Section 2.5 or clause (h) of Section 2.1.2), reduce any additional obligationsfees described in Section 3.3 (other than the administration fee referred to in Section 3.3.2), release any material Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, if any, release all or substantially all of the collateral security (except in each case as otherwise specifically provided in this Agreement, the Subsidiary Guaranty, a Security Agreement or a Pledge Agreement) or extend any Commitment Termination Date, shall be made without the consent of each Lender adversely affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment scheduled repayment of principal of or interest on the Notes (or fees payable in respect of any Loan or reduce the principal amount of or rate of interest on or fees payable in respect of any Loan or any Reimbursement Obligations (which shall in each case include the Notesconversion of all or any part of the Obligations into equity of any Obligor), shall be made without the consent of the Lender which has made such Loan or, in the case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation;
(ivd) affect adversely the interests, rights or obligations of any Agent, Issuer or Arranger (in its capacity as Agent, Issuer or Arranger), shall be made unless consented to by each Noteholdersuch Agent, if Issuer or Arranger, as the case may be;
(e) have the effect (either immediately or at some later time) of enabling any Borrower to satisfy a condition precedent to the making of a Revolving Loan or the issuance of a Letter of Credit, shall be made without the consent of Lenders holding at least 51% of the Revolving Loan Commitments; or
(f) amend, modify or waive the provisions of clause (a)(i) of Section 3.1.1 or clause (b) of Section 3.1.2 or effect any amendment, modification or waiver that by its terms adversely affects the rights of Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, shall be made without the consent of the holders of at least 51% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such amendment, modification or waiver would release any Guarantor from any waiver, or, in the case of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such an amendment, modification or waiver would affect affecting any Tranche or Tranches of Revolving Credit Commitments, the ranking Lenders holding at least 51% of the Notes Revolving Loan Commitments in respect of such Tranche or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Tranches. No failure or delay on the part of any Noteholder Agent, any Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, any Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Formica Corp), Credit Agreement (Formica Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Cash Management Obligations and the Fee Letter (which may be amended or otherwise modified in accordance with the terms thereof)) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no other such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section or change or waive any provision of Section 4.8 requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Loan Commitment Termination Date or extend the Final Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender;
(d) reduce the percentage set forth in the definition of “Required Lenders” or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) consented to by each Noteholderexcept as otherwise expressly provided in a Loan Document, if such amendment, modification release (i) the Borrower from its Obligations under the Loan Documents or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee a Guaranty or this Agreement otherwise than in accordance with the terms hereof;
(vii) consented to by each Noteholder, if such amendment, modification all or waiver would affect the ranking substantially all of the Notes or any Guarantee collateral under the Loan Documents, in a manner adverse to each case without the Noteholdersconsent of all Lenders; or
(vif) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), unless consented to by each Noteholderthe Administrative Agent. Any Intercreditor Agreement may be amended, if modified or waived by the Administrative Agent at the direction of the Required Lenders, and the consent of the Borrower or any Guarantor shall be required only to the extent required in such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Intercreditor Agreement. No failure or delay on the part of any Noteholder Credit Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Credit Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Reddy Ice Holdings Inc), Credit Agreement (Reddy Ice Holdings Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Rate Protection Agreements, Letters of Credit or a Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers, Holdings and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, provided that no such amendment, modification or waiver of the following shall be effective unlessshall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as each relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan or Synthetic Deposit, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce (other than by way of (and to the extent of) payment in cash) the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees or prepayment premium described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender (provided that the vote of Required Lenders shall be sufficient to (i) consented to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2 and (ii) amend the definition of “Applicable Margin” following the withdrawal by each Noteholder, if such amendment, modification S&P and ▇▇▇▇▇’▇ of an Applicable Rating);
(d) reduce the percentage set forth in the definition of “Required Lenders” or waiver would modify any requirement hereunder that any particular action be taken by (i) all Lenders without the Noteholders consent of all Lenders or by (ii) any specific Lender without the Required Holdersconsent of such Lender;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented to by each Noteholderexcept as otherwise expressly provided in a Loan Document, if such amendmentrelease (i) any Borrower from its Obligations under the Loan Documents, modification (ii) Holdings or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes other Guarantor (or reduce the principal amount of or rate of interest on the Notes);
(ivother than an Immaterial Subsidiary) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking a guaranty of the Notes Obligations or any Guarantee (iii) all or substantially all of the collateral under the Loan Documents, in a manner adverse to each case without the Noteholdersconsent of all Lenders; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), any Issuer (in its capacity as Issuer), or the Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by each Noteholderthe Administrative Agent or such Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder . Any term or provision of this Section 11.1 to the contrary notwithstanding, if the Administrative Agent, Holdings and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent, Holdings and the Borrowers shall be under permitted to amend such provision and such amendment shall become effective without any obligation to marshal any assets in favor further action or consent of the Issuer or any other party or against or in payment of to any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLoan Document.
Appears in 2 contracts
Sources: Credit Agreement (Swift Holdings Corp.), Credit Agreement (Swift Holdings Corp.)
Waivers, Amendments, Etc. (a) The provisions of Except for (i) updates, modifications and other supplements to the schedules to this Agreement may or any other Loan Documents made by the Borrowers from time to time by delivering a replacement schedule to the Administrative Agent and (ii) actions expressly permitted to be amendedtaken by the Administrative Agent pursuant to the terms of the Loan Documents, modified or waived, if such no amendment, modification modification, termination or waiver is of any provision of this Agreement or any other Loan Document, or any consent to any departure by Holdings, the Borrowers or any of their Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and, (x) in the case of an amendment or modification, is consented to and signed by the Issuer Administrative Agent, Holdings, the Borrowers and the Required Holders and Lenders. Except as set forth in clause (yb) in below, all such amendments, modifications, terminations or waivers requiring the case of a waiver of any obligation consent of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by Lenders shall only require the written consent of the Required Holders; providedLenders.
(b) Notwithstanding clause (a), however, that no such amendment, modification modification, termination or waiver of this Agreement or any other Loan Document shall, unless in writing and signed by the following shall be effective unlessAdministrative Agent, each affected L/C Issuer and each Lender directly affected thereby:
(i) consented to by each Noteholder, if such amendment, modification increase the Commitment Amount or waiver would modify change the Percentage of any requirement hereunder that any particular action be taken by all the Noteholders or by the Required Holders;
affected Lender; (ii) consented to by each Noteholderreduce the principal of, if such amendmentrate of interest on, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder fees payable with respect to any additional obligations;
Loan or Letter of Credit Outstandings of any affected Lender; (iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any scheduled payment or prepayment under clause (a), (b), (c), or (e) of Section 3.1.2 of principal on any Loan or Reimbursement Obligation of or interest on any affected Lender; (iv) extend the Notes (due date for, or reduce the principal amount of or rate of, any scheduled payment of interest on (other than any waiver of any increase in the Notesinterest rate pursuant to Section 3.2.2, which, for the avoidance of doubt, will be governed by clause (a);
(iv) consented or fees as to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
affected Lender; (v) consented to by each Noteholder, if such amendment, modification release all or waiver would affect the ranking substantially all of the Notes or any Guarantee in a manner adverse Collateral (which action shall be deemed to affect all the NoteholdersLenders); or
(vi) consented release all or substantially all Loan Parties from their guarantee obligations under any Loan Document except as specifically provided for in the Loan Documents (which action shall be deemed to by each Noteholderaffect all the Lenders); (vii) alter in any manner the pro rata sharing of payments required hereunder (which action shall be deemed to affect all the Lenders) or the term “Pro Rata”; (viii) amend or waive this Section or the definition of the “Required Lenders” or any other provision specifying the number or percentage of Lenders required to take any action under any Loan Document (which action shall be deemed to affect all the Lenders); (ix) change Section 8.6 (which shall be deemed to affect all the Lenders); or (x) postpone the scheduled date of expiration of any Commitment of any affected Lender. Furthermore, if such no amendment, modification modification, termination or waiver would make affecting the rights or duties of the Administrative Agent, the Swing Line Lender or any Notes payable L/C Issuer under this Agreement or any other Loan Document shall be effective unless in money other than that stated writing and signed by the Administrative Agent, the Swing Line Lender or such L/C Issuer, as the case may be, in the Notesaddition to Lenders required hereinabove to take such action.
(bc) No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on Holdings or the Issuer Borrowers in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunderThe remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by Law.
(cd) No Noteholder shall be under any obligation In addition, notwithstanding anything to marshal any assets the contrary contained in favor of the Issuer this Section 10.1 or any other party Loan Document, (a) if the Administrative Agent and the Borrowers have jointly identified an obvious error or against any error or omission of a technical nature, in payment each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be permitted to amend such provision; and (b) guarantees, collateral security documents and related documents executed by Holdings or any Subsidiary in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or all waiver is delivered in order to (x) comply with local law or advice of the Obligations. To the extent that the Issuer makes a payment local counsel, (y) cure ambiguities, omissions, mistakes or payments to the Noteholdersdefects or (z) cause such guarantee, and such payment collateral security document or payments or any part thereof are subsequently for any reason invalidated, set aside or required other document to be repaid to a trustee, receiver or any consistent with this Agreement and the other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLoan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Applied Medical Corp), Credit Agreement (Applied Medical Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Rate Protection Agreements, Letters of Credit or a Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; provided that, is consented to by the Required Holders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.2.2);
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented to by each Noteholderexcept as otherwise expressly provided in a Loan Document, if such amendment, modification release (i) any Borrower from its Obligations under the Loan Documents or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee a Guaranty or this Agreement otherwise than in accordance with the terms hereof;
(vii) consented to by each Noteholder, if such amendment, modification all or waiver would affect the ranking substantially all of the Notes or any Guarantee collateral under the Loan Documents, in a manner adverse to each case without the Noteholdersconsent of all Lenders; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), any Issuer (in its capacity as Issuer), or the Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by each Noteholderthe Administrative Agent or such Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Sabre Industries, Inc.), Credit Agreement (Sabre Industries, Inc.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders Lenders and (y) approved in a manner consistent with the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersMGCB Approval; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend the DIP Facility Termination Date or modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Lender’s then existing Commitment Amounts, increase the aggregate amount of any Loans required to be made by each Noteholdera Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(c) extend the Stated Maturity Date for any Lender’s Loan, if or reduce the principal amount of or rate of interest on any Lender’s Loan, without the consent of such amendmentLender; provided, modification however, that any vote to rescind any acceleration made pursuant to Section 9.2 of amounts owing with respect to the Loans and other Obligations shall require the consent of all Lenders;
(d) change the definition of “Required Lenders” or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) discharge or subordinate the Liens of the Mortgage, the Contract Builders Mortgage, the Realty Equity Mortgage or the TGCP Mortgage, or release any Borrower, Subsidiary Guarantor or other Obligor, or release or subordinate any material portion of the other security interests granted pursuant to the Loan Documents, in each case, without the consent of all Lenders;
(f) affect adversely the interests, rights or obligations of the Administrative Agent, unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligationsAdministrative Agent;
(iiig) consented to by each Noteholderchange Section 4.4, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend without the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment consent of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholdersall Lenders; or
(vih) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in extend the Notes.“Delayed Draw Commitment Termination Date” without the consent of all of the Delayed Draw Lenders;
(i) amend clause (b) of Section 3.1.1 or Section 3.1.2 without the consent of each Lender thereby affected. No failure or delay on the part of the Administrative Agent or any Noteholder Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrowers in any case shall entitle it them to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Noteholder Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Greektown Superholdings, Inc.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; PROVIDED, is consented to by the Required Holders; provided, howeverHOWEVER, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend any Commitment Termination Date or any interest payment date or the date fees are payable under either Facility without the consent of all adversely affected Lenders under that Facility or modify this SECTION 12.1 without the consent of all Lenders;
(b) increase any Lender's Percentage of any Commitment Amount (in the case of other than an increase in a Lender's applicable Percentage resulting from a reallocation in accordance with SECTIONS 2.2.3 and 3.2.2), increase the aggregate amount of any Credit Extensions required to be made by each Noteholdera Lender pursuant to its Commitments or reduce any fees described in ARTICLE V payable to any Lender without the consent of such Lender;
(c) extend the Stated Maturity Date for any Lender's Loan, if or reduce the principal amount of or rate of interest on any Lender's Loan, without the consent of such amendmentLender (it being understood and agreed, modification however, that any vote to rescind any acceleration made pursuant to SECTION 10.2 and SECTION 10.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(d) change the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligationsIssuer;
(iiif) consented to by each Noteholder, if such amendment, modification release any of (i) the guarantees of any Guarantor or waiver would reduce (ii) the collateral (including any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Pledged Notes (except as provided in CLAUSE (e)(ii) of SECTION 9.2.2) or reduce Pledged Shares, as such terms are defined in the principal amount Pledge Agreements) (except the sale or transfer of Accounts and other related assets in accordance with the Permitted Receivables Transaction), in either case without the consent of all Lenders as expressly provided herein or rate therein (it being understood that no consent of interest on the NotesLenders is required for a release in connection with a Permitted Disposition);
(ivg) change any of the terms of (i) CLAUSE (c) of SECTION 2.1.4 or SECTION 2.3.2 without the consent of the U.S. Swing Line Lender or (ii) CLAUSE (c) of SECTION 3.1.3 or SECTION 3.3.2 without the consent of the Canadian Swing Line Lender; 148
(h) affect adversely the interests, rights or obligations of either Agent in its capacity as an Agent, or any Issuer, unless consented to by each Noteholdersuch Agent or such Issuer, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with as the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholderscase may be; or
(vii) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
modify CLAUSES (c), (d), (e) No Noteholder shall be under any obligation to marshal any assets in favor or (f) of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeSECTION 5.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of the Loans required to be made by each Noteholdera Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender in respect of such Lender’s Loans without the consent of such Lender;
(c) extend any scheduled date of payment of principal for any Lender’s Loan, if or reduce the principal amount of, rate of interest, premium or fees on any Loan or extend the scheduled date on which interest, premium or fees are payable in respect of such amendmentLoan, modification without the consent of the Lender which has made such Loan;
(d) change the currency of payment of any principal, interest, premium or waiver would fees, in respect of the Loans, without the consent of all Lenders;
(e) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(i) except as provided in Section 12.11(a), release the Guaranty or all or substantially all of the Collateral or any other guaranty under the Loan Documents without the consent of all Lenders or (ii) release a material portion of the Collateral under the Loan Documents without the consent of Lenders having Total Credit Exposures representing at least 75% of the Total Credit Exposures of all Lenders;
(g) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as such) unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligationsAdministrative Agent;
(iiih) affect adversely the interests, rights or obligations of the Collateral Agent (in its capacity as such) unless consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend Collateral Agent (at the due date for, or reduce direction of the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the NotesAdministrative Agent);
(ivi) consented amend, modify or waive the provisions of Section 3.01(c) or the sharing provisions of Section 4.06 without the consent of all Lenders;
(j) affect adversely the ability of any Lender to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from assign any of its rights and obligations under its Guarantee or this Agreement otherwise than in accordance with without the terms hereof;
(v) consented to by each Noteholder, if consent of such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersLender; or
(vik) consented modify the definition of “Interest Period” to by permit Interest Periods in excess of three months without the consent of each NoteholderLender directly affected thereby. Notwithstanding the foregoing, if such amendmentno consent of any Person shall be required for amendments, modification modifications or waiver would make waivers of any Notes payable in money other than provision of Article VIII that stated in the Notes.
(b) Administrative Agent and the Lenders shall be deemed to have so amended, modified or waived pursuant to Section 8.05. No failure or delay on the part of the Administrative Agent, the Collateral Agent or any Noteholder Lender in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer a Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Collateral Agent or any Noteholder Lender under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Term Loan, Security and Guaranty Agreement (Venoco, Inc.)
Waivers, Amendments, Etc. (a) The provisions Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of this Agreement may the Loan Documents (including the acceptance in its sole discretion of supplements by the Borrower to certain Items of the Disclosure Schedules regarding Real Property acquired after the Effective Date, regarding a Subsidiary Guarantor joined after the Effective Date and from time to time be amendedupdated Schedules to the Security Agreement or Pledge Agreement), modified or waived, if such no amendment, modification modification, termination or waiver is of any provision of this Agreement or any other Loan Document, or any consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and, (x) in the case of an amendment or modification, is consented to and signed by the Issuer Administrative Agent, the Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:that
(i) consented to by each Noteholder, if such no amendment, modification modification, termination or waiver would modify of this Agreement or any requirement hereunder that any particular action be taken by all the Noteholders or other Loan Document shall, unless in writing and signed by the Administrative Agent, all Lenders and Voting Participants:
(A) release all or substantially all of the Collateral;
(B) release any Loan Party from its Obligations under any Loan Document except as specifically provided for in the Loan Documents;
(C) alter in any manner the pro rata sharing of payments required hereunder; or
(D) amend or waive this Section 11.1 or the definition of the “Required HoldersLenders” or of “Percentage” insofar as such definition affects the substance of this Section, or any other provision specifying the number or percentage of Lenders and Voting Participants required to take any action under any Loan Document;
(ii) consented to no amendment, modification, termination or waiver of this Agreement or any other Loan Document shall, unless in writing and signed by the Administrative Agent and each Noteholder, if Lender and each Voting Participant specified below for such amendment, modification modification, termination or waiver would modify this waiver:
(A) increase the amount of any Commitment of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant; 46267678.11
(B) other than as provided in Section 9.13.6, change extend the definition Revolving Loan Commitment Termination Date, the Multi-Draw Term Loan Commitment Termination Date, the Term A-3 Loan Commitment Termination Date, or any Stated Maturity Date without the consent of "Required Holders," or subject all of the Lenders and Voting Participants holding the Commitments and Loans of the applicable credit facility and, in the case of the Revolving Loan Commitment Termination Date, the Swingline Lender and any Noteholder to Issuing Lender (Revolver) and in the case of the Multi-Draw Term Loan Commitment Termination Date, any additional obligationsIssuing Lender (MDT);
(iiiC) consented reduce the principal of, or rate of interest on (other than any waiver of any increase in the interest rate pursuant to by each NoteholderSection 3.2.2), if or fees payable with respect to, any Loan of any affected Lender or Voting Participant without the consent of such amendment, modification affected Lender or waiver would reduce Voting Participant;
(D) alter Section 8.7 without the consent of any amounts payable to such Noteholders described in Article 1, affected Lender or Voting Participant;
(E) extend the Stated Maturity Datedue date for, or reduce the amount of, any prepayment under Section 3.1.2(b)(vii) of principal on any Loan or other Obligations without the written consent of holders of more than 66.67% of the Loans to which such prepayment would have been applied pursuant to the application of payments under Section 3.1.3 without giving effect to any waiver or amendment thereof under this Section 11.1(a)(ii)(E);
(F) extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on (other than any waiver of any increase in the Notes)interest rate pursuant to Section 3.2.2) as to any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(ivG) consented except with respect to by each Noteholder, if such any amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee expressly permitted to be made by the Administrative Agent, Swingline Lender or this Agreement otherwise than in accordance with Issuing Lenders pursuant to the terms hereof;of the Loan Documents, amend, modify or waive any condition precedent, notice, required amount, or borrowing procedure or period of any Borrowing under the Revolving Loan Commitments without the written consent of holders of more than 50% of the Revolving Loan Commitments; or
(vH) consented except with respect to by each Noteholder, if such any amendment, modification or waiver would affect expressly permitted to be made by the ranking Administrative Agent or Issuing Lenders pursuant to the terms of the Notes Loan Documents, amend, modify or waive any condition precedent, notice, required amount, or borrowing procedure or period to any Borrowing under (x) the Multi-Draw Term Loan Commitments without the written consent of holders of 46267678.11 more than 50% of the Multi-Draw Term Loan Commitments, or (y) the Term A-3 Loan Commitment without the written consent of holders of more than 50% of the Term A-3 Loan Commitments;
(iii) no amendment, modification, termination or waiver affecting the rights or duties of the Administrative Agent, the Swingline Lender or any Guarantee Issuing Lender under this Agreement or any other Loan Document shall be effective unless in a manner adverse writing and signed by the Administrative Agent, the Swingline Lender or such Swingline Lender, as applicable, in addition to the Noteholders; or
(vi) consented Lenders required hereinabove to by each Noteholder, if take such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notesaction.
(b) No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunderThe remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by Law.
(c) No Noteholder Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that any Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed to be held by any such Defaulting Lender shall be under any obligation to marshal any assets in favor excluded from a vote of the Issuer Lenders hereunder requiring the consent of the Lenders).
(d) Notwithstanding anything to the contrary herein, technical and conforming modifications to (or amendments and restatements of) the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to provide for terms and conditions of any Incremental Term Loan or Revolver Increase, including, without limitation, with respect to borrowing and prepayment conditions and mechanics, (ii) so as to modify Section 8.7, any other provision hereof or thereof relating to the pro rata sharing of payments among the Lenders or any other party provisions hereof or against thereof that might otherwise require the vote of the Required Lenders (or in payment another group of any Lenders or all of the Obligations. To Lenders) hereunder in order to include provisions applicable to any such Incremental Term Loan or Revolver Increase that are substantially consistent with the extent that existing provisions of this Agreement with respect to such matters and to share ratably in the Issuer makes a payment benefits of this Agreement and the other Loan Documents with the Lenders under any such Incremental Term Loan or payments to the NoteholdersRevolver Increase, and (iii) to otherwise incorporate the terms applicable to any such payment Incremental Term Loan or payments or any part thereof are subsequently for any reason invalidatedRevolver Increase (such as the pricing, set aside or required to be repaid to a trusteematurity, receiver or any fees and other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeprovisions applicable thereto).
Appears in 1 contract
Sources: Fifth Agreement Regarding Consents and Amendments (CatchMark Timber Trust, Inc.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Rate Protection Agreements, Letters of Credit and each Fee Letter (which documents may be amended or otherwise modified in accordance with the terms thereof) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no (i) any such amendment, modification or waiver required to give effect to any Incremental Term Loan Commitment shall not require the consent of any Lender other than, and shall require the following shall be effective unless:
consent of, any Lender that has agreed to provide any such Incremental Term Loan Commitment and (iii) consented to by each Noteholder, if no other such amendment, modification or waiver would shall:
(a) modify this Section or change or waive any provision of Section 4.8 requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Sections 8.2 and 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender;
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(f) except as otherwise expressly provided in a Loan Document, release (i) the Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, in each Noteholdercase without the consent of all Lenders;
(i) amend, if modify or waive clause (b) of Section 3.1.1 or (ii) have the effect (either immediately or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan or the issuance of a Letter of Credit unless such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) shall have been consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend Lenders holding a majority of the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal aggregate amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholdersthen outstanding Revolving Loan Commitments; or
(vih) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) or any Issuer (in its capacity as Issuer), unless consented to by each Noteholderthe Administrative Agent or such Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Credit Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Credit Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (aA) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, and consented to by (xa) the Borrower and each of (i) the Majority Lenders and (ii) only in the case of an amendment or modification, is consented to by the Issuer and the Required Holders (b) and (yd) below the Majority Residual Risk Guarantors, and (b) Finnvera in the case of a waiver respect of any obligation of the Issuer material amendment, modification or compliance with any prohibition contained in this Agreement, is consented to by the Required Holderswaiver; provided, however, provided that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Finnvera shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1, 11.1 or change the definition of "Required Holders,Majority Lenders" or subject any Noteholder to any additional obligations"Majority Residual Risk Guarantors" shall be made without the consent of each Lender and each Residual Risk Guarantor respectively;
(iiic) consented to by each Noteholder, if increase the Commitment of any Lender shall be made without the consent of such amendment, modification or waiver would Lender;
(d) reduce any amounts payable to such Noteholders fees described in Article 1, III payable to any Lender or any Residual Risk Guarantor shall be made without the consent of such Lender and such Residual Risk Guarantor respectively;
(e) extend the Stated Maturity Date, Commitment Termination Date of any Lender shall be made without the consent of such Lender;
(f) extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes Loan (or reduce the principal amount of or rate of interest on the Notes);
(ivLoan) consented owed to by each Noteholder, if any Lender shall be made without the consent of such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersLender; or
(vig) consented to by each Noteholderaffect adversely the interests, if rights or obligations of the Facility Agent in its capacity as such amendment, modification or waiver would make any Notes payable in money other than that stated in shall be made without consent of the NotesFacility Agent.
(bB) The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders in relation to the Loan (or, if the relevant Loan Document stipulates the matter is a decision for any other Lender, Finnvera or group of Lenders from that Lender, Finnvera or group of Lenders) or in relation to any matters concerning the Residual Risk Guarantees, the Majority Residual Risk Guarantors as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(C) The Facility Agent is fully protected if it acts on the instructions of the Majority Lenders in relation to the Loan or the Majority Residual Risk Guarantors in relation to the Residual Risk Guarantees in the exercise of any right, authority, power or discretion or any matter not expressly provided for in the Loan Documents or the Credit Support Documents. Any such instructions given by the Majority Lenders or the Majority Residual Risk Guarantors (as the case may be) will be binding on the relevant Lenders and relevant Residual Risk Guarantor or all the Lenders or all Residual Risk Guarantors (as the case may be). In the absence of instructions, the Facility Agent may act as it considers to be in the best interests of all the Lenders and the Residual Risk Guarantors.
(D) No failure or delay on the part of the Facility Agent or any Noteholder Lender or any Residual Risk Guarantor in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Facility Agent or any Noteholder Lender or any Residual Risk Guarantor under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
. The Lenders and the Residual Risk Guarantors hereby agree, at any time and from time to time that if any of the Revolver Credit Facilities is amended or refinanced to negotiate in good faith to amend this Agreement (c) No Noteholder shall be under any but expressly without obligation to marshal agree on any assets in favor amendment and only on a basis which is strictly a without prejudice to the rights and benefits of the Issuer Finance Parties currently existing under this Agreement) to conform any representations, warranties, covenants or events of default in this Agreement to the amendments made to any substantially comparable provisions in the Revolver Credit Facilities or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been maderefinancing thereof.
Appears in 1 contract
Sources: Amendment No. 7 in Connection With the Credit Agreement (Royal Caribbean Cruises LTD)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; PROVIDED, is consented to by the Required Holders; provided, howeverHOWEVER, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1SECTION 10.1, or CLAUSE (a) of SECTION 10.10, change the definition of "Required Holders," Lenders", increase the Commitment Amount or subject the Percentage of any Noteholder Lender, reduce any fees described in ARTICLE III, if any guarantees are delivered or Capital Stock is pledged pursuant to SECTION 7.1.7, release any additional obligationsSubsidiary guarantor from its obligations under such guaranty or all or substantially all of the collateral security (except in each case as otherwise specifically provided in this Agreement, the subsidiary guaranty or a pledge agreement), or extend the Commitment Termination Date shall be made without the consent of each Lender adversely affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the final Stated Maturity DateDate of any Loan, or extend the due date for, or reduce the amount of, of any payment or prepayment of principal of or interest on the Notes or fees payable in respect of any Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Loan), shall be made without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes or any Guarantee in a manner adverse to the NoteholdersLender owed such Loan; or
(vid) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as Administrative Agent), shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Administrative Agent. No failure or delay on the part of the Administrative Agent or any Noteholder Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Noteholder Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Keebler Foods Co)
Waivers, Amendments, Etc. (a) The Each of the provisions of this Agreement (including, for the avoidance of doubt, Clause 10) and of each other Loan Document (except to the extent otherwise set forth in such Loan Document) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by each Obligor party thereto, the Issuer Facility Agent and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; PROVIDED, is consented to by the Required Holders; provided, howeverHOWEVER, that no such amendment, modification or waiver of the following shall be effective unless:which would: 104
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by or a determination be made by, or with the consent of or in consultation with, all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1Clause, change the definition of the term "Required Holders," REQUIRED LENDERS", change the Total Commitment Amount or the Commitment Amount, Percentage or Funding Percentage of any Lender or otherwise subject any Noteholder Lender to any additional obligationsobligation shall be made without the consent of each Lender;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on any Loan or any other amount payable hereunder or under any other Loan Document in respect thereof shall be made without the Notes (or reduce the principal amount consent of or rate of interest on the Notes)each Lender;
(ivd) consented to by each Noteholderaffect the interests, if rights or obligations of the Facility Agent or any Arranger in their respective capacities as such amendmentshall be made without the consent of the Facility Agent or, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with as the terms hereofcase may be, such Arranger;
(ve) consented to other than as specifically permitted by each Noteholderthis Agreement or the relevant Security Agreement, if such amendment, modification authorise or waiver would affect effect the ranking release of any material portion of the Notes collateral which is the subject of any lien granted or purported to be granted in favour of the Facility Agent (for the rateable benefit of the Lender Parties) or in favour of the Lender Parties pursuant to any relevant Security Agreement shall be made without the consent of each Lender;
(f) materially reduce the obligations of either Guarantor under the Guarantee to which it is a party shall be made without the consent of each Lender;
(g) modify any term of this Agreement or any Guarantee in a manner adverse other Loan Document expressly relating to the Noteholderspriority of application of any proceeds to any obligations of any Obligor under any Risk Management Agreement to which any Lender is a party shall be made without the consent of such Lender;
(h) modify any term of this Agreement or any other Loan Document expressly relating to any policy of Political Risk Insurance shall be made without the consent of each Covered Lender; or
(vii) consented pursuant to by each Noteholderthe Political Risk Insurance require the consent of the provider thereof, if shall be made without the consent of such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) provider. No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall 105 require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Project Term Loan Facility Agreement (Randgold Resources LTD)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, change the definition of "Required Holders," Lenders", increase any Revolving Loan Commitment Amount or subject the Percentage of any Noteholder Lender, reduce any fees described in Article III, release collateral security (including any guaranty) with an aggregate fair market value in excess of $5,000,000 in any one transaction or series of related transactions (other than with respect to releases of collateral in connection with dispositions permitted pursuant to Section 7.2.10 for which no consent is required), or permit any additional obligations;
(iii) disposition of assets having a value in excess of the amount of asset dispositions permitted pursuant to Section 7.2.10 in any one transaction or series of related transactions or extend the Revolving Loan Commitment Termination Date unless consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, Lender;
(c) extend the Stated Maturity Date, extend the due date for, or reduce the amount of, Date on any payment or prepayment of principal of or interest on the Notes Loan (or reduce the principal amount of or rate of interest on any Loan) or modify the Notespayment date or amount of any required interest payment (it being understood and agreed, however, that any modification of the application of prepayments required pursuant to Section 3.1 (or any other similar provision of any Loan Document) or a vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(iv) , unless consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofLender;
(vd) affect adversely the interests, rights or obligations of the Agent as the Agent unless consented to by each Noteholderthe Agent; provided, if such amendmenthowever, modification or waiver would affect that nothing in this subparagraph shall be deemed to alter the ranking voting requirements of the Notes or any Guarantee in a manner adverse to the NoteholdersRequired Lenders; or
(vie) modify any provision of Section 2.7, the fees to be paid pursuant to Section 3.3, or the provisions of any Letter of Credit, unless consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Issuer. No failure or delay on the part of the Agent or any Noteholder Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer a Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or any Noteholder Lender shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Dura Automotive Systems Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to in writing by the Issuer Borrower and each Obligor party thereto and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required HoldersLenders shall be effective unless consented to in writing by each Lender;
(iib) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.110.1 or clause (a) of Section 10.10, change the definition of "Required Holders," Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder Lender, reduce any fees described in Article III, release any Restricted Subsidiary from its obligations under the Subsidiary Guaranty, release Parent from its obligations under the Parent Guaranty and Pledge Agreement, or release all or substantially all of the collateral security (except in each case as otherwise specifically provided in this Agreement, the Subsidiary Guaranty or either Pledge and Security Agreement) or extend the Revolving Loan Commitment Termination Date unless consented to any additional obligationsin writing by each Lender;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan or any Reimbursement Obligation (or reduce the principal amount of or rate of interest on any Loan or any Reimbursement Obligation) unless consented to in writing by each Lender or, in the Notes)case of a Reimbursement Obligation, the Issuer owed, and those Lenders participating in, such Reimbursement Obligation;
(ivd) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(e) affect adversely the interests, rights or obligations of any Agent, the Issuer or the Co-Lead Arrangers (in its capacity as Agent, Issuer or as Co-Lead Arranger), unless consented to in writing by such Agent, the Issuer or the Co-Lead Arrangers, as the case may be; or
(f) change the definition of "Borrowing Base Amount", "Eligible Account", "Eligible Rebate Receivable", "Eligible Inventory", "Eligible Prepaid Inventory" or "Net Asset Value", in each Noteholder, case if the effect of such change would be to require a Lender to make or participate in a Credit Extension in an amount that is greater than such Lender would have had to make or participate in immediately prior to such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) unless consented to in writing by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Lender. No failure or delay on the part of any Noteholder Agent, the Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, the Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder . For purposes of this Section 10.1, the Syndication Agent, in coordination with the Administrative Agent, shall be under have primary responsibility, together with the Borrower, in the negotiation, preparation, and documentation relating to any obligation to marshal amendment, modification or waiver of this Agreement, any assets in favor of the Issuer other Loan Document or any other party agreement or against document related hereto or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments thereto contemplated pursuant to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madethis Section.
Appears in 1 contract
Sources: Revolving Credit Agreement (Royster-Clark Nitrogen Realty LLC)
Waivers, Amendments, Etc. (a) The provisions of this Agreement or of any other Financing Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender in respect of such Lender’s Loans or permit an Interest Period with a duration in excess of six months, in each Noteholdercase without the consent of such Lender;
(c) extend any scheduled date of payment of principal for any Lender’s Loan or LC Disbursement, if or reduce the principal amount of, rate of interest or fees on any Loan or LC Disbursement, or extend the scheduled date on which interest or fees are payable in respect of such amendmentLoan or LC Disbursement, modification in each case, without the consent of the Lender which has made such Loan or waiver would LC Disbursement;
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders, without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) except as otherwise expressly provided in a Financing Document, release a material Restricted Subsidiary or a material portion of the Collateral under the Financing Documents, in each case without the consent of all Lenders;
(f) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersAdministrative Agent; or
(vig) consented to by modify Section 3.01(b) or 3.01(c) (or any related definition) without the consent of each NoteholderLender adversely affected thereby;
(h) modify Section 9.13 (or any related definition), if such amendment, modification without the consent of all Lenders; or
(i) modify the definition of “Category A Assets” or waiver would make any Notes payable in money other than that stated the proviso in the Notes.definition of “Eligible Asset” set forth in Section 1.01, the consent of all Lenders; or
(bj) modify Section 8.02 (or any related definition), without the consent of all Lenders. No failure or delay on the part of the Administrative Agent, the Issuing Lender or any Noteholder Lender in exercising any power or right under this Agreement any Financing Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrowers in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Issuing Lender or any Noteholder Lender under any Financing Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Brookfield Infrastructure Partners L.P.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend any Loan Commitment Termination Date or modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Lender's then existing Loan Commitment Amounts, increase the aggregate amount of any Loans required to be made by each Noteholdera Lender pursuant to its Loan Commitments or reduce any fees described in Article III payable to any Lender without the consent of such affected Lender;
(c) extend the Stated Maturity Date for any Lender's Loan, if or reduce the principal amount of or rate of interest on any Lender's Loan, without the consent of such amendmentLender; provided, modification however, that any vote to rescind any acceleration made pursuant to Section 8.2 or waiver would modify 8.3 of amounts owing with respect to the Loans and other Obligations shall require the consent of the Required Lenders;
(d) change the definition of “Required Lenders” or any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) consented to by each Noteholderdischarge the Lien of any Deed of Trust, if such amendment, modification or waiver would modify this Section 9.1, change release the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend Guarantors under the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise Guaranty other than in accordance with the terms hereofthereof, or release any material portion of the other security interests granted pursuant to the Loan Documents, in each case, without the consent of all Lenders as expressly provided herein or therein;
(vf) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersIssuer; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent, the Issuer or any Lender hereunder, unless consented to by each Noteholderthe Administrative Agent, if the Issuer or such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Lender. No failure or delay on the part of the Administrative Agent, the Issuer or any Noteholder Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Issuer or any Noteholder Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Loan Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and Agent (y) in acting only at the case of a waiver of any obligation direction or with the authority of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders); provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.111.1, change the definition of "Required Holders,Lenders" or subject "Supermajority Lenders", increase any Noteholder Commitment Amount or the Percentage of any Lender, reduce any fees described in Article III, change the time for payment of fees to the Lenders described in Article III, release or subordinate all or any additional obligationssubstantial part of the Collateral, except as otherwise specifically provided in any Loan Document, or release any Obligor from its obligations hereunder, shall be made without the consent of each Lender affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment under clauses (a), (b), (c) or prepayment (d) of Section 3.1.2 of principal of of, or interest on the Notes on, any Loan or Reimbursement Obligation (or reduce the principal amount of or rate of interest on any Loan or Reimbursement Obligation) or extend any Revolving Loan Commitment Termination Date or Acquisition Loan Commitment Termination Date without the Notes)consent of the holder of that Note evidencing such Loan;
(ivd) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholderthe Issuer thereof; or
(e) affect adversely the interests, if rights or obligations of the Agent in its capacity as Agent or the Issuer in its capacity as Issuer, without the consent of the Agent or the Issuer, as the case may be; and further provided, that no such amendment, modification or waiver which would release any Guarantor from modify any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) provisions of Section 5.3 shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Supermajority Lenders. No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. The remedies provided in this Agreement are cumulative and not exclusive of remedies provided by law.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Key Components Finance Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is consented to by the Issuer Borrower and the Required Holders and Lenders or (y) in the case of a waiver of any obligation of the Issuer Borrower or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswaiver:
(i) consented to by each Noteholder, if such amendment, modification or waiver which would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required HoldersLenders shall be effective unless consented to by each Lender;
(ii) consented to by each Noteholder, if such amendment, modification or waiver which would modify this Section 9.1, change the definition definitions of "Required Holders,Lenders" or "Borrowing Base", increase the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or change any Percentage for any Lender, reduce any fees payable to the Lenders described in Article 2 and Article 3, extend the Expansion Loan Commitment Termination Date or the Revolving Credit Termination Date, extend the date of reduction of the Expansion Loan Commitment specified in Section 3.3.4(f), extend the expiry date of any Letter of Credit beyond the Revolving Credit Termination Date, or subject any Noteholder Lender to any additional obligationsobligations shall be made without the consent of each Lender;
(iii) consented to by each Noteholder, if such amendment, modification or waiver which would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);consent of the holder of the Note evidencing such Loan; or
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver which would affect adversely the ranking interests, rights, compensation or obligations of the Notes or any Guarantee in a manner adverse to Agent qua the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in Agent shall be made without consent of the NotesAgent.
(b) No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender, or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder Neither any Lender nor the Agent shall be under any obligation to marshal any assets in favor of the Issuer Borrower or any other party or against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Issuer Borrower makes a payment or payments to the NoteholdersAgent or the Lenders, or the Agent or the Lenders enforce their security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been mademade or such enforcement or setoff had not occurred.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Revolving Credit Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer each Revolving Credit Borrower (as to this Agreement and each other Revolving Credit Document to which such Revolving Credit Borrower is a party) and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersRevolving Credit Lenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Revolving Credit Lenders or by the Required Holders;
(ii) Revolving Credit Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Revolving Credit Lender;
(b) modify this Section 9.111.1, change the definition of "Required Holders," Revolving Credit Lenders, increase any Revolving Credit Commitment Amount or subject the Percentage of any Noteholder to Revolving Credit Lender, reduce any additional obligationsfees described in Article III, release all or substantially all collateral security, except as otherwise specifically provided in any Revolving Credit Document or extend any Revolving Credit Commitment Termination Date shall be made without the consent of each Revolving Credit Lender and each holder of a Revolving Credit Note affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount or application of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Revolving Credit Loan (or reduce the principal amount of or rate of interest on any Revolving Credit Loan) shall be made without the Notes)consent of each affected Revolving Credit Lender;
(ivd) affect adversely the interests, rights or obligations of the Issuer qua the Issuer shall be made without the consent of the Issuer;
(e) affect adversely the interests, rights or obligations of the Swing Line Lender qua the Swing Line Lender shall be made without the consent of the Swing Line Lender;
(f) affect adversely the interests, rights or obligations of any Agent, the Collateral Agent or Arranger (in its capacity as Agent, the Collateral Agent or Arranger), unless consented to by each Noteholdersuch Agent, if such amendmentthe Collateral Agent or Arranger, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with as the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholderscase may be; or
(vig) consented to by amend, modify or waive the provisions of clause (d) of Section 3.1.1 of the Term Loan Agreement or the penultimate paragraph of Section 7.2.12 of the Term Loan Agreement without the consent of each Noteholder, if such amendment, modification Revolving Credit Lender or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Assignee Revolving Credit Lender. No failure or delay on the part of any Noteholder Agent, the Collateral Agent, any Revolving Credit Lender or the holder of any Revolving Credit Note in exercising any power or right under this Agreement or any other Revolving Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Revolving Credit Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, the Collateral Agent, any Revolving Credit Lender or the holder of any Revolving Credit Note under this Agreement or any other Revolving Credit Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The Except as expressly otherwise set forth therein, provisions of this Agreement each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(a) modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Revolving Loan Commitment Termination Date of Revolving Loans made (or participated in) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans or Second Lien Deposit, in each case without the consent of such Lender;
(d) (x) reduce the percentages set forth in (i) consented to by each Noteholderthe definition of “Required Lenders” without the consent of all Lenders, if such amendment(ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, modification (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or waiver would (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (y) modify any requirement hereunder that any particular action be taken by (i) all Lenders without the Noteholders or by the Required Holders;
consent of all Lenders, (ii) consented to by each Noteholderany Class of Lenders without the consent of all Lenders of such Class, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any the Required Second Lien Facility Lenders without the consent of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofall Second Lien Facility Lenders;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of the Loan Documents, no amendment, modification, termination or waiver of any provision of this Agreement may from time or any other Loan Document, or any consent to time any departure by the Parent, the Borrower, any other Loan Party or their respective Subsidiaries therefrom, shall in any event be amended, modified or waived, if such amendment, modification or waiver is effective unless the same shall be in writing and, (x) in the case of an amendment or modification, is consented to and signed by the Issuer Administrative Agent, the Borrower, the other applicable Loan Parties and the Required Holders Lenders. Except as set forth in clause (b) below, all such amendments, modifications, terminations or waivers requiring the consent of the Lenders shall only require the written consent of the Required Lenders. Any waiver of any provision of this Agreement, and any consent to any departure by the Borrower from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which given and shall be in writing and signed by: (yi) in the case of a waiver of any obligation vote of the Issuer Required Lenders, the Administrative Agent and the Required Lenders; or compliance with any prohibition contained in (ii) the Administrative Agent, if such right to waive or consent is expressly delegated to the Administrative Agent under the terms of this Agreement.
(b) Notwithstanding clause (a), is consented to by the Required Holders; provided, however, that no such amendment, modification modification, termination or waiver of this Agreement or any other Loan Document shall, unless in writing and signed by the following shall be effective unless:
Administrative Agent, each affected L/C Issuer and each Lender directly affected thereby: (i) consented to by each Noteholder, if such amendment, modification increase the Commitment Amount or waiver would modify change the Percentage of any requirement hereunder that any particular action be taken by all the Noteholders or by the Required Holders;
affected Lender; (ii) consented to by each Noteholderreduce the principal of, if such amendmentrate of interest on, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder fees payable with respect to any additional obligations;
Loan or Letter of Credit Outstandings of any affected Lender; (iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Datedue date for, or reduce the amount of, any scheduled payment or prepayment under clause (a), (b) or (c) of Section 3.1.2 of principal on any Loan or Reimbursement Obligation of any affected Lender; (iv) extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on (other than any waiver of any increase in the Notes);
interest rate pursuant to Section 3.2.2) or fees as to any affected Lender; (ivv) consented release all or substantially all of the Collateral (which action shall be deemed to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise affect all the Lenders) other than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersLoan Document; or
(vi) consented release all or substantially all Loan Parties from their guarantee obligations under any Loan Document (which action shall be deemed to by each Noteholderaffect all the Lenders) other than in accordance with the terms of any Loan Document; (vii) alter in any manner the pro rata sharing of payments required hereunder (which action shall be deemed to affect all the Lenders) or the term “Pro Rata”; (viii) amend or waive this Section or the definition of the “Required Lenders”, if such or any other provision specifying the number or percentage of Lenders required to take any action under any Loan Document (including amending this clause (b)) or amending the voting percentages of the Lenders (which action shall be deemed to affect all the Lenders); (ix) change Section 8.6) (which shall be deemed to affect all the Lenders); or (x) postpone the scheduled date of expiration of any Commitment of any affected Lender. Furthermore, no amendment, modification modification, termination or waiver would make affecting the rights or duties of the Administrative Agent, the Swing Line Lender or any Notes payable L/C Issuer under this Agreement or any other Loan Document shall be effective unless in money other than that stated writing and signed by the Administrative Agent, the Swing Line Lender or such L/C Issuer, as the case may be, in the Notesaddition to Lenders required hereinabove to take such action.
(bc) No failure or delay or course of dealing on the part of any Noteholder Lender Party in exercising any power power, right, or right privilege under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power power, right or right privilege preclude any other or further exercise thereof or the exercise of any other power power, right, or rightprivilege. No notice to or demand on the Issuer Parent, the Borrower or any other Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver The remedies provided in this Agreement are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or approval by rule of law or in any Noteholder shallof the other Loan Documents. Any forbearance or failure to exercise, except as may be otherwise stated and any delay in such waiver exercising, any right, power or approval, be applicable to subsequent transactions. No waiver or approval remedy hereunder shall require not impair any similar such right, power or dissimilar waiver or approval thereafter remedy nor to be granted hereunderconstrued to be a waiver thereof, not shall it preclude the further exercise of any such right, power or remedy.
(cd) No Noteholder shall be under any obligation In addition, notwithstanding anything to marshal any assets the contrary contained in favor of the Issuer this Section 10.1 or any other party Loan Document, (a) if the Administrative Agent and any Loan Party have jointly identified an obvious error or against any error or omission of a technical nature, in payment each case, in any provision of the Loan Documents, then the Administrative Agent and the applicable Loan Party shall be permitted to amend such provision; and (b) guarantees, Collateral Documents and related documents executed by any Loan Party or any Subsidiary in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or all waiver is delivered in order to (x) comply with local law or advice of the Obligations. To the extent that the Issuer makes a payment local counsel; (y) cure ambiguities, omissions, mistakes or payments to the Noteholdersdefects; or (z) cause such guarantee, and such payment Collateral Document or payments or any part thereof are subsequently for any reason invalidated, set aside or required other related documents to be repaid to a trustee, receiver or any consistent with this Agreement and the other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLoan Documents.
Appears in 1 contract
Sources: Credit Agreement (GrubHub Inc.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document (other than any Rate Protection Agreement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing andand consented to by the Borrowers and the Required Lenders (or, (x) in the case of an amendment or modificationany Rate Protection Agreement, is consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLender party thereto); provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(a) modify this Section 10.1 or clause (b) of Section 10.16 without the consent of all Lenders;
(b) increase any Lender's Commitment or the amount of the Loans required to be made by a Lender, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender, waive a default in the payment of principal, interest or fees owing to a Lender or reduce any fees described in Article III payable to any Lender, without the consent of such Lender;
(c) extend the date of repayment (including the date of repayment required pursuant to clause (d) of Section 3.1.1 and the final Stated Maturity Date) of any Lender's Loans or the principal amount required to be repaid on such date, or reduce the principal amount of or rate of interest on any Lender's Loans or fees owing to a Lender, or modify the pro rata application, as among Lenders, of the amount of any repayment or prepayment of Loans required pursuant to this Agreement, or extend the date on which interest or fees are payable in respect of such Lender's Loans or Commitment, in each case without the consent of such Lender (it being understood and agreed, however, that (i) consented to by each Noteholder, if such any amendment, modification or waiver would modify of clause (c) of Section 3.1.1 and the obligations to prepay loans with Net Disposition Proceeds shall only require the consent of the Required Lenders and (ii) any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(d) reduce the percentage set forth in the definition of "Required Lenders" or any requirement hereunder that any particular action be taken by all Lenders, without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersCredit; or
(vif) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), or the Issuer (in its capacity as Issuer), unless consented to by each Noteholderthe Administrative Agent or the Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of the Administrative Agent, the Issuer or any Noteholder Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Issuer or any Noteholder Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:
which would: (ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each NoteholderLender; (b) modify the first sentence of Section 4.8, if such amendment, modification Section 4.9 or waiver would modify this Section 9.110.1, change the definition of "“Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each NoteholderLenders”, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III or, except in the manner set forth in Section 2.10, extend the Stated Maturity Date, shall be made without the consent of each Lender; (c) except in the manner set forth in Section 2.10, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan or LC Disbursement (or reduce the principal amount of or rate of interest on any Loan or LC Disbursement) shall be made without the Notes);
consent of the Lender which made such Loan or is otherwise affected thereby; or (ivd) consented to by each Noteholderaffect adversely the interests, if rights or obligations of any Agent as an Agent shall be made without the consent of such Agent; provided, further, that no such amendment, modification or waiver which would release either increase any Guarantor from Commitment, the Commitment Amount or the Percentage of any Lender, or modify the rights, duties or obligations of its obligations under its Guarantee any Agent, Issuing Bank or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each NoteholderSwingline Lender, if shall be effective without the consent of such amendmentLender, modification such Agent, such Issuing Bank or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholdersuch Swingline Lender, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) as applicable. No failure or delay on the part of the Administrative Agent, any Noteholder Lender, any Issuing Bank or Swingline Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Noteholder Lender, any Issuing Bank or Swingline Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Noble Energy Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement ------------------------ and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such -------- ------- amendment, modification or waiver of the following shall be effective unless:
which would: (ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders or by the Applicable Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender; (b) modify this Section 9.110.1, change the definition ------------ of "Required Holders,Lenders" or subject "Applicable Lenders", eliminate the Borrowing Base, ---------------- ------------------ increase any Noteholder to Commitment Amount or the Percentage of any additional obligations;
Lender (iii) consented to except as contemplated by each NoteholderSection 2.1.6), if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III, or ------------- ----------- extend any Commitment Termination Date shall be made without the Stated Maturity Date, consent of each Lender and each holder of a Note; (c) extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes Lenders; or any Guarantee in a manner adverse to (d) affect adversely the Noteholders; or
(vi) consented to by each Noteholderinterests, if such amendment, modification rights or waiver would make any Notes payable in money other than that stated in obligations of the Notes.
(b) Agent as the Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, any Noteholder Lender, any Issuer or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender, any Issuer or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each Loan Document may from time to time be amended, modified modified, or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementBanks; PROVIDED, is consented to by the Required Holders; provided, howeverHOWEVER, that no such amendment, modification modification, or waiver of the following shall be effective unlesswaiver:
(ia) consented to by each Noteholder, if such amendment, modification or waiver which would modify any requirement hereunder that any particular action be taken by all the Noteholders Banks or by the Required Holders;
(ii) Banks shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver Bank;
(b) which would modify Section 3.8, Section 3.9 or this Section 9.110.1, release any collateral at the time provided by any of the Ship Mortgages, change the definition of "Required Holders," Banks", increase the Total Tranche A Revolving Credit Commitment Amount, the Total Tranche B Revolving Credit Commitment Amount, or subject the Percentage of any Noteholder to Bank (except as expressly contemplated by clause (d) of the definitions of the terms Tranche A Commitment Termination Date and Tranche B Commitment Termination Date), reduce any additional obligationsfees described in Article II, or extend the Tranche A Commitment Termination Date or the Tranche B Commitment Termination Date (except as expressly contemplated by clause (d) of the definitions of the terms Tranche A Commitment 44 50 Termination Date and Tranche B Commitment Termination Date) or the Maturity Date of the Term Loans, shall be made without the consent of each Bank;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver which would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan), shall be made without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes or any Guarantee in a manner adverse to holder of the NoteholdersNote evidencing such Loan; or
(vid) consented to by each Noteholderwhich would affect adversely the interests, if such amendmentrights or obligations of the Agent QUA the Agent, modification or waiver would make any Notes payable in money other than that stated in shall be made without consent of the Notes.
(b) Agent. No failure or delay on the part of the Agent, the Collateral Trustee, any Noteholder Bank, or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, the Collateral Trustee, any Noteholder Bank, or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Loan Agreement (Oglebay Norton Co)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Trade Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Majority Lenders and, if applicable, the Required Holders Lenders and (yin all cases) in subject to the case of a waiver of any obligation terms of the Issuer or compliance with any prohibition contained in this Intercreditor Agreement, is consented if applicable to by the Required Holdersparticular amendment, modification or waiver; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(i) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders or Lenders shall be effective unless consented to by the Required Holderseach Lender;
(ii) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.111.1, change reduce the percentage specified in the definition of "Required Holders," Majority Lenders", reduce any fees described in Article III, or subject any Noteholder to any additional obligationsextend the Commitment Termination Date shall be made without the consent of each Lender;
(iii) consented to increase the Commitment Amount or (except as otherwise contemplated by this Agreement, including the definition "Aggregate Amount") the Percentage of any Lender without the consent of each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, Lender adversely affected thereby;
(iv) extend the due date for, or reduce the amount of, (A) any payment scheduled repayment or prepayment of principal of or interest on the Notes or fees payable in respect of any Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Loan) shall be made without the Notes);
consent of each Lender adversely affected thereby, or (ivB) consented any Reimbursement Obligation shall be made without the consent of the Lender to by each Noteholder, if whom such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofReimbursement Obligation is owed;
(v) consented to by each Noteholderaffect adversely the interests, if rights or obligations of either Fronting Bank in its capacity as a Fronting Bank shall be made without the consent of such amendmentFronting Bank;
(vi) affect adversely the interests, modification rights or waiver would affect the ranking obligations of the Notes or any Guarantee Managing Agents in a manner adverse to their capacity as the NoteholdersManaging Agents shall be made without the consent of each Managing Agent; or
(vivii) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would make any Notes payable obligations of the Administrative Agent in money other than that stated in its capacity as the Notes.
(b) Administrative Agent shall be made without consent of the Administrative Agent. No failure or delay on the part of any Noteholder Agent or any Lender in exercising any power or right under this Agreement or any other Trade Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent or any Lender under this Agreement or any other Trade Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Cash Management Agreements, Rate Protection Agreements and the Letters of Credit and the Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders Lenders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to acknowledged by the Required HoldersAdministrative Agent; provided, however, provided that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender;
(c) reduce (by way of forgiveness), if the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees or any scheduled payment (but not prepayments) of principal are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender; provided that, the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.2.2; and provided, further that the Stated Maturity Date in respect of all of the Loans and Commitments of any Lender in respect of the Term Loans or the Revolving Loan Commitments may be extended with the consent of such Lender, and such consent shall be sufficient without the consent of the Required Lenders or any other Person;
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification Letter of Credit (and the consent of such Issuer shall be sufficient without the consent of the Required Lenders or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notesother Person);
(ivf) except as otherwise expressly provided in a Loan Document, release (i) any Borrower from its Obligations under the Loan Documents or all or substantially all of the value of the Guaranty or (ii) all or substantially all of the Collateral under the Loan Documents, in each case without the consent of all Lenders;
(g) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as an Administrative Agent), the Swing Line Lender (in its capacity as the Swing Line Lender) or any Issuer (in its capacity as an Issuer), unless consented to by each Noteholdersuch Administrative Agent, if such amendmentSwing Line Lender or such Issuer, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with as the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholderscase may be; or
(vih) consented to permit assignments by any Obligor of its rights or obligations under the credit facilities without the written consent of each NoteholderLender, if such amendmentthe Administrative Agent, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Collateral Agent, the Swing Line Lender and the Issuers. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (cand any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (z) No Noteholder the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately and adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. The rights of Sponsor Permitted Assignees are set forth in and subject to Section 12.10.2(f). Any term or provision of this Section 12.1 to the contrary notwithstanding, if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be under permitted to amend such provision and such amendment shall become effective without any obligation to marshal any assets in favor further action or consent of the Issuer or any other party or against or in payment of to any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLoan Document.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by Holdings, the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Second-Lien Loans required to be made by a Lender pursuant to this Agreement without the consent of such Lender;
(c) extend any date of payment of principal for any Lender's Second-Lien Loan, or reduce or forgive the principal amount of, rate of interest or fees on, or any Prepayment Premium in respect of, any Second-Lien Loan (which shall in each Noteholdercase include the conversion of all or any part of the Obligations into equity of any Obligor), if or extend the date on which such amendmentinterest, modification fees or waiver would Prepayment Premiums are payable in respect of such Second-Lien Loan without the consent of the Lender which has made such Second-Lien Loan (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Second-Lien Loans and other Obligations shall only require the vote of the Required Lenders);
(d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document (including the Intercreditor Agreement), release (including by way of assignment or transfer of rights or Obligations)
(i) either Borrower from its Obligations under the Loan Documents, Holdings from its Obligations under Article X or any Subsidiary Guarantor from its Obligations under the Subsidiary Guaranty or (ii) consented all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders;
(f) cause any monetary Obligation owing to by each Noteholder, if any Lender to become contractually subordinated to any other Indebtedness owing to any other Person without the consent of such amendment, modification or waiver would Lender;
(g) modify this Section 9.1, change the definition of "Required Holders,Affiliate" or subject any Noteholder to any additional obligations"Related Fund";
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and each Security Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section 10.1, change or waive any provision of Section 4.7 regarding the application of payments made under the Loan Documents, or change or waive any provision of Section 3.1.2 or Section 4.8 requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case without the consent of all Lenders;
(b) increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Loans made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan or Synthetic Revolving Deposit, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which principal, interest or fees are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender;
(d) reduce the percentage set forth in the definition of “Required Lenders” or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, release (i) the Borrowers from their Obligations under the Loan Documents, (ii) all or substantially all of the collateral under the Loan Documents or (iii) other than as provided in Section 9.12, any Material Guarantor from its obligations made under its Guaranty, in each case without the consent of all Lenders;
(f) affect adversely the interests, rights or obligations of either Agent (in its capacity as an Agent), unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersAgent; or
(vig) consented modify, change or waive any provision of clause (c), (d) or (e) of Section 3.1.1 requiring that the proceeds of prepayments thereunder are required to by be applied to the Term Loans prior to the Revolving Loans or Synthetic Revolving Loans, in each Noteholdercase, if such amendment, modification or waiver would make any Notes payable in money other than that stated in without the Notes.
(b) consent of each Lender holding a Term Loan. No failure or delay on the part of any Noteholder Lender or either Agent in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrowers in any case shall entitle it such Borrower to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender or either Agent under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Aei)
Waivers, Amendments, Etc. (a) The provisions of this Agreement ------------------------ and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such -------- ------- amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, change the definition of ------------ "Required Holders," Lenders", increase the Revolving Commitment Amount or subject the ----------------- Percentage of any Noteholder Lender, reduce any fees described in Article III, change ----------- the schedule of repayments of Loans provided for in Section 3.1.2, release ------------- any Guarantor from its obligations pursuant to any additional obligationsGuaranty, release all or substantially all of the collateral security, except as otherwise specifically provided in any Loan Document or extend the Revolving Commitment Termination Date or Maturity Date shall be made without the consent of each Lender and each holder of a Note;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes)consent of the holder of that Note evidencing such Loan;
(ivd) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would release any Guarantor from any obligations of its obligations under its Guarantee the Agent qua the Agent shall be made without consent of the Agent; or this Agreement otherwise than in accordance with the terms hereof;---
(ve) consented to by each Noteholder, if such amendment, modification modify Section 2.7 or waiver would affect 8.4 shall be made without the ranking consent of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) ----------- --- Letter of Credit Issuer. No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Credit Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, or clause (a) of Section 10.10, change the definition of "Required Holders," Lenders", increase the Term Loan Commitment Amount or subject the Percentage of any Noteholder to Lender, reduce any additional obligationsfees described in Section 3.3, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or release a substantial portion of the Collateral (except in each case as otherwise specifically provided in this Agreement, such Subsidiary Guaranty or applicable Security Document) or extend the Term Loan Commitment Termination Date shall be made without the consent of each Lender adversely affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes (or fees payable in respect of any Term Loan or reduce the principal amount of or rate of interest on any Term Loan shall be made without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes or any Guarantee in a manner adverse to holder of the NoteholdersTerm Note evidencing such Term Loan; or
(vid) affect adversely the interests, rights or obligations of any Agent or Arranger (in its capacity as Agent or Arranger), unless consented to by each Noteholdersuch Agent or Arranger, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Agent, any Lender or the holder of any Term Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, any Lender or the holder of any Term Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders each Obligor party thereto and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; providedPROVIDED, howeverHOWEVER, that no any such amendment, modification or waiver of the following type set forth below shall be effective unlessrequire the consent of the Person or Persons described below for such amendment, modification or waiver:
(ia) Unless consented to by each NoteholderLender, if no such amendment, modification or waiver shall be effective if it would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders, all the Lenders with respect to any Tranche of Loans or Commitments or by the Required Holders;Lenders, release AHC from its obligations under the AHC Guaranty and Pledge Agreement, release Holdco from its obligations under the Holdco Guaranty and Pledge Agreement, release any Subsidiary Guarantor or Subsidiary Guarantors that individually or in the aggregate constitute a Substantial Subsidiary from its or their obligations under the Subsidiary Guaranty (except as otherwise provided in the Subsidiary Guaranty), if any, or release all or substantially all of the collateral security (except in each case as otherwise specifically provided in this Agreement, any such Subsidiary Guaranty or a Pledge Agreement).
(iib) Unless consented to by each NoteholderLender adversely affected thereby, if no such amendment, modification or waiver shall be effective if it would modify this Section 9.1SECTION 10.1 or CLAUSE (a) of SECTION 10.10, change the definition of "Required Holders," Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder to any additional obligations;
Lender (iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.pursuant to
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement ------------------------- and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such -------- ------- amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, change decrease the percentage contained in ------------ the definition of "Required Holders," Lenders", release (i) all or subject substantially all collateral security or (ii) a Guarantor from its obligations under a Guaranty or under Section 3.4, except as otherwise specifically provided ----------- in any Noteholder to any additional obligations;Loan Document, or extend the Commitment Termination Date shall be made without the consent of each Lender (it being agreed that no consent need be obtained in the case of the release of collateral in accordance with Section 7.2.11); --------------
(iiic) consented increase the aggregate amount of Credit Extensions required to be made by each Noteholderor participated in by a Lender, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1, extend the Stated Maturity DateIII payable to a Lender, extend the due date for, or reduce the ------------ amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) of a Lender shall be made without the Notes)consent of such adversely affected Lender;
(ivd) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would release any Guarantor from any Letter of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofCredit;
(ve) consented to by each Noteholderaffect adversely the interests, if rights or obligations of any Agent in its capacity as an Agent or the Issuer in its capacity as the Issuer shall be made without consent of such amendmentAgent or the Issuer, modification or waiver would affect as the ranking of the Notes or any Guarantee in a manner adverse to the Noteholderscase may be; or
(vif) consented to by waive payment defaults shall be made without the consent of each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Lender. No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sun International North America Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend any Commitment Termination Date, change any Commitment to by each Noteholderany other Commitment, if such amendmentamend, modification modify or waiver would modify waive any requirement hereunder that any particular action be taken by all provision of this Section 10.1 or reduce the Noteholders percentages specified in the definitions of the terms "Required Lenders", "Supermajority Revolving Lenders" or "Supermajority Term A and B Lenders", or consent to the assignment or transfer by the Required HoldersBorrower of its rights and obligations under any Loan Document to which it is a party, in each case without the consent of each Lender directly and adversely affected thereby;
(iib) consented to by each Noteholderforgive any principal of or interest on any Lender's Loan, if such amendment, modification reduce the stated rate of any interest hereunder or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III payable to any Lender, extend the Stated Maturity Date, Date for any Lender's Loan or extend any scheduled time of payment of such interest or such fees (other than as a result of waiving the applicability of any post-default increase in interest rates) without the consent of such Lender;
(c) increase the aggregate amount of any Lender's Percentage of any Commitment Amount or increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments without the consent of such Lender;
(d) extend the due date for(other than the Stated Maturity Date, as to which clause (b) above applies) for any scheduled repayment or prepayment of, or reduce decrease the amount of, relative proportion of any payment or mandatory prepayment to be received by the Lenders holding
(i) Revolving Loans without the consent of principal the Required Revolving Lenders,
(ii) Term A Loans without the consent of or interest on the Notes Required Term A Lenders or
(or reduce iii) Term B Loans without the principal amount consent of or rate of interest on the Notes)Required Term B Lenders;
(ive) consented except to by each Noteholderthe extent expressly permitted under the Loan Documents, if such amendment, modification release (i) all or waiver would release any Guarantor substantially all of the Obligors that are guarantors under the Guaranty from any of its their obligations under its Guarantee the Guaranty or this Agreement otherwise than in accordance with the terms hereof;
(vii) consented to by each Noteholder, if such amendment, modification all or waiver would affect the ranking substantially all of the Notes or any Guarantee collateral security provided under the Loan Documents, including all Pledged Shares (as such term is defined in a manner adverse to the NoteholdersPledge Agreement), in either case without the consent of (i) the Supermajority Revolving Lenders and (ii) the Supermajority Term A and B Lenders; or
(vif) affect adversely the interests, rights or obligations of any Agent qua such Agent, the Swing Line Lender qua the Swing Line Lender or the Issuer qua the Issuer, unless consented to by each Noteholdersuch Agent, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof Swing Line Lender or the exercise of any other power or right. No notice to or demand on Issuer, as the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.be; and
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement ------------------------ and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders each Obligor party thereto and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no any such amendment, modification or waiver of the following type -------- ------- set forth below shall be effective unlessrequire the consent of the Person or Persons described below for such amendment, modification or waiver:
(ia) Unless consented to by each NoteholderLender, if no such amendment, modification or waiver shall be effective if it would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders, all the Lenders with respect to any Tranche of Loans or Commitments or by the Required Holders;Lenders, release AHC from its obligations under the AHC Guaranty and Pledge Agreement, release Holdco from its obligations under the Holdco Guaranty and Pledge Agreement, release any Subsidiary Guarantor or Subsidiary Guarantors that individually or in the aggregate constitute a Substantial Subsidiary from its or their obligations under the Subsidiary Guaranty (except as otherwise provided in the Subsidiary Guaranty), if any, or release all or substantially all of the collateral security (except in each case as otherwise specifically provided in this Agreement, any such Subsidiary Guaranty or a Pledge Agreement).
(iib) Unless consented to by each NoteholderLender adversely affected thereby, if no such amendment, modification or waiver shall be effective if it would modify this Section 9.110.1 or clause (a) of Section 10.10, change the ------------ ---------- ------------- definition of "Required Holders," Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder Lender (other than pursuant to any additional obligations;
(iii) consented to by each NoteholderSection 2.2.2), if such amendment, modification or waiver would reduce any amounts payable to such Noteholders ------------- fees described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes Section 3.3 (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated the administration fee referred ----------- to in the Notes.
(bSection 3.3.2) No failure or delay on the part of extend any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or rightCommitment Termination Date. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.-------------
Appears in 1 contract
Sources: Credit Agreement (Advanstar Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Hedging Agreements, Letters of Credit or the Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no other such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce, the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.2.2);
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.Letter of Credit;
Appears in 1 contract
Sources: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, or clause (a) of Section 10.10, change the definition of "Required Holders," Lenders, increase any Commitment Amount or subject the Percentage of any Noteholder to any additional obligations;
(iii) consented to by each NoteholderLender, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III, release any Subsidiary Guarantor (except in connection with any sale of the Capital Stock of such Subsidiary Guarantor in a transaction permitted by the Loan Documents) from its obligations under the Subsidiary Guaranty or all or substantially all of collateral security (except in each case as otherwise specifically provided in a Loan Document), change the application of proceeds from the sale of collateral pursuant to the Loan Documents or extend any Commitment Termination Date shall be made without the Stated Maturity Date, consent of each Lender adversely affected thereby; 98 106 (c) extend the due date for, or reduce the amount of, any payment scheduled repayment or any prepayment of principal of or interest on the Notes or fees payable in respect of any Loan (or reduce the principal amount of or rate of interest on the Notes);
(ivor fees payable in respect of any Loan) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee Reimbursement Obligation (which shall in a manner adverse to each case include the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part conversion of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for of the Obligations into equity of any reason invalidatedObligor) shall be made without the consent of the holder of the Note evidencing such Loan, set aside or required to be repaid to or, in the case of a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recoveryReimbursement Obligation, the obligation or part thereof originally intended to be satisfiedIssuer owed, and all rights and remedies thereforthose Lenders participating in, shall be revived and continued in full force and effect as if such payment had not been made.Reimbursement Obligation;
Appears in 1 contract
Sources: Credit Agreement (Pasta Group L L C)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document (except to the extent otherwise set forth in such Loan Document) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by each Obligor and/or, as the Issuer case may be, AngloGold and/or AngloGold (BVI), which, in each such case, is party to this Agreement or such other Loan Document, the Agent and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by or a determination be made by, or with the consent of or in consultation with, all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1Clause, modify Clause 8.2.7 change the definition of the term "Required Holders," REQUIRED LENDERS", change the Total Commitment Amount or the Percentage or Funding Percentage of any Lender or otherwise subject any Noteholder Lender to any additional obligationsobligation shall be made without the consent of each Lender;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on any Loan or any other amount payable hereunder or under any other Loan Document in respect thereof shall be made without the Notes (or reduce the principal amount consent of or rate of interest on the Notes)each Lender;
(ivd) consented to by each Noteholderaffect the interests, if rights or obligations of the Agent, either Arranger or any Co-Arranger in their respective capacities as such amendmentshall be made without the consent of the Agent or, modification as the case may be, such Arranger or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofCo-Arranger;
(ve) consented to other than as specifically permitted by each Noteholderthis Agreement or the relevant Security Agreement, if such amendment, modification authorise or waiver would affect effect the ranking release of any material portion of the Notes collateral which is the subject of any lien granted or purported to be granted in favour of the Agent (for the rateable benefit of the Lender Parties) or in favour of the Lender Parties pursuant to any relevant Security Agreement shall be made without the consent of each Lender;
(f) materially reduce the obligations of any Completion Guarantor under the Guarantee Agreement to which such Completion Guarantor is a party shall be made without the consent of each Lender;
(g) modify any term of this Agreement or any Guarantee in a manner adverse other Loan Document expressly relating to the Noteholderspriority of payment of, or the granting of any security in respect of, any obligations of the Borrower, any Obligor, AngloGold, AngloGold (BVI) or any other subsidiary of AngloGold under any Required Hedging Agreement to which any Lender is a party shall be made without the consent of such Lender; or
(vih) consented pursuant to by each Noteholderthe Political Risk Insurance require the consent of the provider thereof, if shall be made without the consent of such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) provider. No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it or any other Obligor to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of this Agreement may the Loan Documents (including the acceptance in its sole discretion of supplements by the Borrowers to certain Items of the Disclosure Schedules regarding Real Property acquired after the Effective Date and from time to time be amendedupdated Schedules to the Security Agreement or Pledge Agreement), modified or waived, if such no amendment, modification modification, termination or waiver is of any provision of this Agreement or any other Loan Document, or any consent to any departure by the Borrowers or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and, (x) in the case of an amendment or modification, is consented to and signed by the Issuer Administrative Agent, the Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, provided however, that no such amendment, modification or waiver of the following shall be effective unless:that
(i) consented to by each Noteholder, if such no amendment, modification modification, termination or waiver would modify of this Agreement or any requirement hereunder that any particular action be taken by all the Noteholders or other Loan Document shall, unless in writing and signed by the Administrative Agent, all Lenders and Voting Participants:
(A) release all or substantially all of the Collateral;
(B) release any Loan Party from its guarantee obligations under any Loan Document except as specifically provided for in the Loan Documents;
(C) alter in any manner the pro rata sharing of payments required hereunder; or
(D) amend or waive this Section 11.1 or the definition of the “Required HoldersLenders” or of “Percentage” insofar as such definition affects the substance of this Section, or any other provision specifying the number or percentage of Lenders and Voting Participants required to take any action under any Loan Document;
(ii) consented to no amendment, modification, termination or waiver of this Agreement or any other Loan Document shall, unless in writing and signed by the Administrative Agent and each Noteholder, if Lender and each Voting Participant specified below for such amendment, modification modification, termination or waiver would modify this Section 9.1, change waiver:
(A) increase the definition amount of "Required Holders," any Commitment of any affected Lender or subject any Noteholder to any additional obligationsVoting Participant without the consent of such affected Lender or Voting Participant;
(iiiB) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Revolving Loan Commitment Termination Date, the Multi-Draw Term Loan Commitment Termination Date, or any Stated Maturity DateDate without the consent of such affected Lender or Voting Participant;
(C) reduce the principal of, or rate of interest on (other than any waiver of any increase in the interest rate pursuant to Section 3.2.2), or fees payable with respect to, any Loan of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(D) alter Section 8.7 without the consent of any affected Lender or Voting Participant;
(E) extend the due date for, or reduce the amount of, any prepayment under clauses (b)(i) through (vii) of Section 3.1.2 of principal on any Loan of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(F) extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on (other than any waiver of any increase in the Notes)interest rate pursuant to Section 3.2.2) as to any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(ivG) consented except with respect to by each Noteholder, if such any amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee expressly permitted to be made by the Administrative Agent, Swingline Lender or this Agreement otherwise than in accordance with Issuing Lender pursuant to the terms hereof;of the Loan Documents, amend, modify or waive any condition precedent to any Borrowing under the Revolving Loan Commitments without the written consent of holders of more than 51% of the Revolving Loan Commitments; or
(vH) consented except with respect to by each Noteholder, if such any amendment, modification or waiver would affect expressly permitted to be made by the ranking Administrative Agent pursuant to the terms of the Notes Loan Documents, amend, modify or waive any condition precedent to any Borrowing under the Multi-Draw Term Loan Commitments without the written consent of holders of more than 51% of the Multi-Draw Term Loan Commitments;
(iii) no amendment, modification, termination or waiver affecting the rights or duties of the Administrative Agent, the Swingline Lender or any Guarantee Issuing Lender under this Agreement or any other Loan Document shall be effective unless in a manner adverse writing and signed by the Administrative Agent, the Swingline Lender or such Swingline Lender, as applicable, in addition to the Noteholders; or
(vi) consented Lenders required hereinabove to by each Noteholder, if take such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notesaction.
(b) No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrowers in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunderThe remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by Law.
(c) No Noteholder Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that any Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed to be held by any such Defaulting Lender shall be under any obligation to marshal any assets in favor excluded from a vote of the Issuer or any other party or against or in payment of any or all Lenders hereunder requiring the consent of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLenders).
Appears in 1 contract
Sources: Joinder and Amendment Agreement (CatchMark Timber Trust, Inc.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersMajority Banks; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:
which would: (ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Banks or by the Required Holders;
(ii) Majority Banks shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Bank; (b) modify this Section 9.110.1 or Section 2.8, change the definition of "Required Holders,Majority Banks" or subject "Borrowing Base", increase the Commitment Amount or the Percentage of any Noteholder to any additional obligations;
(iii) consented to by each NoteholderBank, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III, release any collateral security except that the Collateral Agent may release Collateral Property to the extent such Collateral Property is disposed of pursuant to, and as permitted by, Section 7.2.9 of the this Agreement (however, nothing contained in this clause affects the obligation of the Borrower to comply with Section 3.1(e)), reduce or limit the Obligations of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement, or extend the Stated Maturity DateCommitment Termination Date shall be made without the consent of each Bank, and the Issuer; (c) except as otherwise provided pursuant to Section 2.9, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan or any other obligation (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);
consent of each Bank; (ivd) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes Administrative Agent qua the Administrative Agent or the Collateral Agent qua Collateral Agent or the Issuer qua the Issuer (including any Guarantee in a manner adverse change with respect to the Noteholders; or
obligations of the Borrower or the Banks with respect to the Letter of Credit Liabilities) shall be made without consent of the Administrative Agent, the Collateral Agent or the Issuer, as the case may be, or (vie) consented to by modify Section 10.4 without the consent of the Issuer, the Administrative Agent, the Arrangers and each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Bank. No failure or delay on the part of any Noteholder Agent, any Bank, the Issuer or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, any Bank, the Issuer or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement ------------------------ and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.111.1, change the definition of "Required Holders," ------------ Lenders", increase any Commitment or subject the Percentage of any Noteholder Lender other than pursuant to Section 11.11.1, reduce any additional obligationsfees described in Article III, --------------- ----------- release any substantial portion of collateral security, except as otherwise specifically provided in any Loan Document, extend the Commitment Termination Date or Stated Maturity Dates or change the interest provisions contained in Section 3.2 shall be made without the consent of each Lender ----------- and each holder of a Note;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes or any Guarantee in a manner adverse to the Noteholdersholder of that Note evidencing such Loan; or
(vid) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would make any Notes payable in money other than that stated in obligations of the Notes.
(b) Agent shall be made without consent of the Agent. No failure or delay on the part of the Agent, any Noteholder Lender, or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement ------------------------ and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such -------- ------- amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action required to be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each NoteholderLender or the Required Lenders, if such amendment, modification or waiver would as applicable;
(b) modify this Section 9.110.1, change the definition of "Required Holders," ------------ -------- Lenders", increase the Commitment Amount or subject the Percentage of any Noteholder to Lender, ------- release all or substantially all collateral security or the Guaranty, except as otherwise specifically provided in any additional obligationsLoan Document, or extend the Commitment Termination Date shall be made without the consent of each Lender;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, Commitment Termination Date or increase the Commitment Amount shall be made without the consent of each Lender;
(d) decrease the fees payable pursuant to this Agreement shall be made without the consent of each affected Lender;
(e) release any Obligor from its Obligations shall be made without the consent of each Lender;
(f) extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes)consent of the holder of that Note evidencing such Loan;
(ivg) increase the Stated Amount of any Letter of Credit shall be made unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would release any Guarantor from any Letter of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersCredit; or
(vih) affect adversely the interests, rights or obligations of any Agent qua Agent or the Issuer, shall be made unless consented to by each Noteholder--- such Agent or the Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Agent, the Issuer, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstancescircumstances (unless such notice or demand is required hereby). No waiver or approval by any Noteholder Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1 or clause (a) of Section 10.10, change the definition of "Required Holders," Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder Lender (other than pursuant to Section 2.2.2), reduce any additional obligationsfees described in Article III, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (except pursuant to a disposition of such Subsidiary Guarantor in accordance with clause (b) of Section 7.2.9) or release all or substantially all of the collateral security (except as otherwise specifically provided in any Loan Document) or extend any Commitment Termination Date, shall be made without the consent of each Lender adversely affected thereby and each holder of a Note adversely affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment scheduled repayment of principal of or interest on or fees payable in respect of any Loan or any Reimbursement Obligations shall be made without the Notes (or reduce consent of the principal amount holder of or rate that Note evidencing such Loan or, in the case of interest on a Reimbursement Obligation, the Notes)Issuer owed, and those Lenders participating in, such Reimbursement Obligation;
(ivd) affect adversely the interests, rights or obligations of any Agent, Issuer or the Lead Arranger (in its capacity as Agent, Issuer or the Lead Arranger), unless consented to by each Noteholdersuch Agent, if such Issuer or the Lead Arranger, as the case may be; or
(e) amend, modify or waive the provisions of clause (a)(i) of Section 3.1.1 or clause (b) of Section 3.1.2 or effect any amendment, modification or waiver would release that by its terms adversely affects the rights of Lenders participating in any Guarantor Tranche differently from any those of its obligations under its Guarantee or this Agreement otherwise than Lenders participating in accordance with other Tranches, without the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect consent of the ranking holders of the Notes evidencing at least 51% of the aggregate amount of Loans outstanding under the Tranche or any Guarantee in a manner adverse to the Noteholders; Tranches affected by such modification, or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) case of a modification affecting the Revolving Loan Commitment Amount, the Additional Term A Loan Commitment Amount or the Additional Term B Loan Commitment Amount, the Lenders holding at least 51% of the Revolving Loan Commitments, the Term A Loan Commitments or the Term B Loan Commitments, as applicable. No failure or delay on the part of any Noteholder Agent, the Issuer, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder . For purposes of this Section 10.1, the Syndication Agent, in coordination with the Administrative Agent, shall be under have primary responsibility, together with the Borrower, in the negotiation, preparation, and documentation relating to any obligation to marshal amendment, modification or waiver of this Agreement, any assets in favor of the Issuer other Loan Document or any other party agreement or against document related hereto or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments thereto contemplated pursuant to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madethis Section.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Rate Protection Agreements, Letters of Credit or the Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; provided that, is consented to by the Required Holders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Loans made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest, principal or fees are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2 and such waiver would shall not constitute a reduction of the rate of interest hereunder);
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented to by each Noteholderexcept as otherwise expressly provided in a Loan Document, if such amendment, modification release (i) the Borrower from its Obligations under the Loan Documents or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Subsidiary Guarantor from any of its obligations under its Guarantee the Guaranty or this Agreement otherwise than in accordance with the terms hereof;
(vii) consented to by each Noteholder, if such amendment, modification all or waiver would affect the ranking substantially all of the Notes or any Guarantee collateral under the Loan Documents, in a manner adverse to each case without the Noteholdersconsent of all Lenders; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), the Collateral Agent (in its capacity as the Collateral Agent) any Issuer (in its capacity as Issuer), or the Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by each Noteholdersuch Agent or such Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
. Notwithstanding the foregoing, this Agreement may be amended (cor amended and restated) No Noteholder with the written consent of the Required Lenders, and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Obligations and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Further, notwithstanding anything to the contrary contained in Section 10.1, if within sixty days following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be under permitted to amend such provision and such amendment shall become effective without any obligation to marshal any assets in favor further action or consent of the Issuer or any other party or against or to any Loan Document if the same is not objected to in payment writing by the Required Lenders within five Business Days following receipt of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madenotice thereof.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer and Borrower and, except as set forth in the second proviso below, the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification modify this Section 11.1 or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification Lender;
(b) modify any requirement hereunder that any particular action be taken by the Required Revolving Lenders or waiver would modify this Section 9.1, change the definition of "Required Holders,Revolving Lenders" or subject any Noteholder to any additional obligations;
(iii) shall be effective unless consented to by each Noteholder, if Revolving Lender;
(i) increase (A) the Revolving Commitment Amount of any Revolving Lender or (B) the Revolving Percentage of any Revolving Lender shall be made without the consent of such amendment, modification Lender or waiver would (ii) extend the Revolving Loan Commitment Termination Date or change any provision expressly requiring the consent of all Revolving Lenders shall be made without the consent of each Revolving Lender;
(d) (i) increase (A) the Term B Loan Commitment Amount of any Term B Lender or (B) the Term Percentage of any Term B Lender shall be made without the consent of such Lender or (ii) change any provision expressly requiring the consent of all Term B Lenders shall be made without the consent of each Term B Lender;
(e) reduce any amounts payable to such Noteholders fees described in Article 1, extend III shall be made without the Stated Maturity Date, consent of each Lender affected thereby or extend the due date for, or reduce the amount of, any scheduled payment of principal, interest or prepayment of principal of or interest fees on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes)consent of the Lender holding the Note evidencing such Loan;
(ivf) consented authorize the release of any Lien created by a Loan Document shall be effective without the consent of Lenders having at least 75% of the aggregate of all Term B Loans then outstanding, all unfunded Term B Loan Commitments, all Revolving Loans then outstanding, all Letter of Credit Outstandings on such date, and all unfunded Revolving Loan Commitments, except that no such consent shall be required to the extent that the sale or other disposition of the asset subject to the Lien is permitted hereunder and the proceeds thereof are applied as required by each Noteholder, if such amendment, modification or waiver would this Agreement;
(g) modify the application of payments specified under Sections 2.2.2 and 3.1.1(c) shall be effective without the consent of the Supermajority Lenders;
(h) release any Guarantor from any shall be effective without the consent of its obligations under its Guarantee all Lenders unless all or this Agreement otherwise than in accordance with substantially all of the terms hereofCollateral has been released hereunder;
(vi) consented to by each Noteholderextend the due date for, if such amendmentor reduce the amount of, modification or waiver would affect any Reimbursement Obligation for a Letter of Credit which has been drawn shall be made without the ranking consent of the Notes Issuer thereof and each Revolving Lender;
(j) affect adversely the interests, rights or any Guarantee in a manner adverse to obligations of an Issuer qua an Issuer shall be made without the Noteholdersconsent of such Issuer; or
(vik) consented affect adversely the interests, rights or obligations of the Agent qua the Agent shall be made without consent of the Agent; and provided, further, that (a) none of the matters referred to by each Noteholderin clauses (b), if such amendment(c)(i)(B), modification (c)(ii) or waiver would make (i) of the immediately preceding proviso shall require the consent of any Notes payable in money other than that stated in the Notes.
Term B Lender and (b) none of the matters referred to in clauses (d)(i)(B) or (d)(ii) of the immediately preceding proviso shall require the consent of any Revolving Lender. Notwithstanding the foregoing, Section 10.3 shall not be amended without the consent of the Agent. No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; PROVIDED, is consented to by the Required Holders; provided, howeverHOWEVER, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend any Commitment Termination Date or modify this SECTION
10.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Lender's Percentage of any Commitment Amount, increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in ARTICLE III payable to any Lender without the consent of such Lender;
(c) extend the Stated Maturity Date for any Lender's Loan, or reduce the principal amount of or rate of interest on any Lender's Loan or extend the date on which interest or fees are payable in respect of such Lender's Loans, in each Noteholdercase, if without the consent of such amendmentLender (it being understood and agreed, modification however, that any vote to rescind any acceleration made pursuant to SECTION 8.2 and SECTION 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(d) change the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented to by each Noteholderrelease (i) any Guarantor from its obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, if such amendment, modification in either case without the consent of all Lenders as expressly provided herein or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes)therein;
(ivg) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from change any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
CLAUSE (c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer SECTION 2.1.4 or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.SECTION
Appears in 1 contract
Sources: Credit Agreement (Titan Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and Agent (y) in acting only at the case of a waiver of any obligation direction or with the authority of the Issuer or compliance with any prohibition contained in this AgreementRequired Lenders); PROVIDED, is consented to by the Required Holders; provided, howeverHOWEVER, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1SECTION 11.1, change the definition of "Required Holders," REQUIRED LENDERS", increase any Commitment Amount or subject the Percentage of any Noteholder Lender, reduce any fees described in ARTICLE III, change the time for payment of fees to the Lenders described in ARTICLE III, release or subordinate all or any additional obligationssubstantial part of the Collateral, except as otherwise specifically provided in any Loan Document, or release any Obligor from its obligations hereunder, shall be made without the consent of each Lender affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment under CLAUSES (A), (B), (C) or prepayment (D) of SECTION 3.1.2 of principal of of, or interest on the Notes on, any Loan or Reimbursement Obligation (or reduce the principal amount of or rate of interest on any Loan or Reimbursement Obligation) or extend the Notes)Revolving Loan Commitment Termination Date without the consent of the holder of that Note evidencing such Loan;
(ivd) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersIssuer thereof; or
(vie) consented to by each Noteholderaffect adversely the interests, if such amendmentrights or obligations of the Agent in its capacity as Agent or the Issuer in its capacity as Issuer, modification without the consent of the Agent or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Issuer, as the case may be. No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. The remedies provided in this Agreement are cumulative and not exclusive of remedies provided by law.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; PROVIDED, is consented to by the Required Holders; provided, howeverHOWEVER, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender's Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to SECTION 8.2 and SECTION 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce the principal amount of or rate of interest on any Lender's Loan, reduce any fees payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender's Loans, modification in each case without the consent of such Lender;
(d) reduce the percentage set forth in the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(f) except as otherwise expressly provided in a Loan Document, release (i) the Borrower from its Obligations under the Loan Documents or any Subsidiary Guarantor from its obligations under a Guaranty or (ii) all or a significant portion of the collateral under the Loan Documents, in each Noteholdercase without the consent of all Lenders;
(g) affect adversely the interests, if rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) or any Issuer (in its capacity as Issuer) or the Swing Line Lender, unless consented to by the Administrative Agent or such amendmentIssuer, modification or waiver would modify this Section 9.1, as the case may be; or
(h) change the definition of "Required Holders,Borrowing Base Amount", "Eligible Account", "Eligible Inventory" or subject any Noteholder "Net Asset Value" (in each case if the effect of such change would be to any additional obligations;
(iii) consented require a Lender to by each Noteholder, if make or participate in a Credit Extension in an amount that is greater than such amendment, modification Lender would have had to make or waiver would reduce any amounts payable participate in immediately prior to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Noteschange);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) . No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender's Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce the principal amount of or rate of interest on any Lender's Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender's Loans, modification in each case without the consent of such Lender;
(d) reduce the percentage set forth in the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the stated amount of the Letter of Credit unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit Issuer;
(iiif) except as otherwise expressly provided in a Loan Document, release (i) the Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders;
(g) affect adversely the interests, rights or obligations of an Agent (in its capacity as an Agent) or the Letter of Credit Issuer (in its capacity as Letter of Credit Issuer), unless consented to by each Noteholdersuch Agent, if such amendmentand the Letter of Credit Issuer, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend as the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholderscase may be; or
(vih) consented reduce the amount of prepayment premiums payable to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
Lenders making Term B Loans pursuant to clause (b) of Section 3.1.1 (or modify the dates with respect to which prepayments of Term B Loans require such prepayment premiums), or amend, modify or waive the application of deposits and prepayments described in clauses (b) and (c) of Section 3.1.2, in each case without the consent of the majority of the Lenders directly and adversely affected thereby. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Ust Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Transaction Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers or the applicable Loan Party and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersMajority Lenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Majority Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, change the definition of "Required Holders," Majority Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder Lender other than pursuant to Section 2.1.6, reduce any additional obligationsfees described in Article III, change the schedule of reductions to the Commitments provided for in Section 3.1, release any collateral security, except as otherwise specifically provided in any Loan Document, release any Guarantor, limit any Guarantor's liability in respect of its Guaranty, or terminate any Guaranty, or extend any Commitment Termination Date shall be made without the consent of each Lender, the Letter of Credit Issuer and each holder of a Note;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Credit Extension (or reduce the principal amount of or rate of interest on any Credit Extension), or any fees or any other amount payable hereunder or under any Loan Document or change the Notes)definition of Applicable Margin or Letter of Credit Commitment Fee shall be made without the consent of all the Lenders;
(ivd) consented to postpone any date fixed under the Support Agreement for the payment of any obligation payable by each Noteholder▇▇▇▇ thereunder, if such amendmentdecrease any amount payable by ▇▇▇▇ under any Transaction Agreement, modification or waiver would release any Guarantor from increase any of its the obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of any of the Notes Borrowers under the Support Agreement, or release or otherwise diminish, impair or decrease any Guarantee in a manner adverse to obligation of ▇▇▇▇ under the NoteholdersSupport Agreement; or
(vie) consented to by each Noteholderaffect adversely the interests, if such rights or obligations of the Administrative Agent (as defined in Article IX) or the Letter of Credit Issuer qua the Administrative Agent (as defined in Article IX) or the Letter of Credit Issuer respectively shall be made without consent of the Administrative Agent (as defined in Article IX) or the Letter of Credit Issuer, as the case may be and, provided further, that no amendment, modification waiver or waiver would make consent shall, unless in writing and signed by the Letter of Credit Issuer in addition to the Majority Lenders or all the Lenders, as the case may be, affect the rights or duties of the Letter of Credit Issuer under this Agreement or under any Notes payable in money other than that stated in the Notes.
(b) Letter of Credit Confirmation relating to any Letter of Credit issued or to be issued by it. No failure or delay on the part of the Administrative Agent, the Letter of Credit Issuer, the Collateral Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Letter of Credit Issuer, the Collateral Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Transaction Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Rate Protection Agreements or Letters of Credit, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; provided that, is consented to by the Required Holders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of each affected Lender;
(b) increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Loans made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest, principal or fees are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2 and such waiver would shall not constitute a reduction of the rate of interest hereunder);
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented to by each Noteholderexcept as otherwise expressly provided in a Loan Document, if such amendment, modification release (i) the Borrower from its Obligations under the Loan Documents or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Subsidiary Guarantor from any of its obligations under its Guarantee the Guaranty or this Agreement otherwise than in accordance with the terms hereof;
(vii) consented to by each Noteholder, if such amendment, modification all or waiver would affect the ranking substantially all of the Notes or any Guarantee collateral under the Loan Documents, in a manner adverse to each case without the Noteholdersconsent of all Lenders; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), the Collateral Agent (in its capacity as the Collateral Agent) any Issuer (in its capacity as Issuer), or the Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by each Noteholdersuch Agent, if such amendmentIssuer, modification or waiver would make any Notes payable in money other than that stated in such Swing Line Lender, as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
. Notwithstanding the foregoing, this Agreement may be amended (cor amended and restated) No Noteholder with the written consent of the Required Lenders, and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Obligations and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Further, notwithstanding anything to the contrary contained in Section 10.1, if within sixty days following the Restatement Effective Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be under permitted to amend such provision and such amendment shall become effective without any obligation to marshal any assets in favor further action or consent of the Issuer or any other party or against or to any Loan Document if the same is not objected to in payment writing by the Required Lenders within five Business Days following receipt of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madenotice thereof.
Appears in 1 contract
Sources: Credit Agreement (Hanesbrands Inc.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersMajority Banks; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:
which would: (ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Banks or by the Required Holders;
(ii) Majority Banks shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Bank; (b) modify this Section 9.110.1 or Section 2.8, change the definition of "Required Holders,Banks", "Majority Banks" or subject "Borrowing Base", increase the Commitment Amount or the Percentage of any Noteholder to any additional obligations;
(iii) consented to by each NoteholderBank, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III, release any collateral security except as otherwise specifically provided in any Loan Document, including, that the Collateral Agent may release Collateral Property to the extent such Collateral Property is disposed of pursuant to, and as permitted by, Section 7.2.9 of the this Agreement (however, nothing contained in this clause affects the obligation of the Borrower to comply with Section 3.1(e)), reduce or limit the Obligations of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement, or extend the Stated Maturity DateCommitment Termination Date shall be made without the consent of each Bank, and the Issuer; (c) except as otherwise provided pursuant to Section 2.9, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan or any other obligation (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);
consent of each Bank; (ivd) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes Administrative Agent qua the Administrative Agent or the Collateral Agent qua Collateral Agent or the Issuer qua the Issuer (including any Guarantee in a manner adverse change with respect to the Noteholders; or
obligations of the Borrower or the Banks with respect to the Letter of Credit Liabilities) shall be made without consent of the Administrative Agent, the Collateral Agent or the Issuer, as the case may be, or (vie) consented to by modify Section 10.4 without the consent of the Issuer, the Administrative Agent, the Arrangers and each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Bank. No failure or delay on the part of any Noteholder Agent, any Bank, the Issuer or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, any Bank, the Issuer or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Finance Document (except to the extent otherwise set forth in such Finance Document) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by each Obligor party thereto, the Issuer Facility Agent and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by or a determination be made by, or with the consent of or in consultation with, all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1Clause, change the definition of "the term “Required Holders," Lenders”, change the Total Commitment Amount, Total Tranche A Commitment Amount, Total Tranche B Commitment Amount or Total Tranche C Commitment Amount or the Percentage, Tranche A Funding Percentage, Tranche B Funding Percentage, Tranche C Funding Percentage, Commitment Amount, Tranche A Commitment Amount, Tranche B Commitment Amount or Tranche C Commitment Amount of any Lender or otherwise subject any Noteholder Lender to any additional obligationsobligation shall be made without the consent of each Lender;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on any Loan or any other amount payable hereunder or under any other Finance Document in respect thereof shall be made without the Notes (or reduce the principal amount consent of or rate of interest on the Notes)each Lender;
(ivd) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking interests, rights or obligations of the Notes any Representative or any Guarantee MLA in a manner adverse to their respective capacities as such shall be made without the Noteholdersconsent of such Representative or, as the case may be, such MLA; or
(vie) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated as specifically permitted by this Agreement or the relevant Security Agreement, authorise or effect the release of any material portion of the collateral which is the subject of any Lien granted or purported to be granted in favour of, or otherwise for the Notes.
(b) benefit of, the Finance Parties or in favour of the Finance Parties pursuant to any relevant Security Agreement shall be made without the consent of each Lender; No failure or delay on the part of any Noteholder Finance Party in exercising any power or right under this Agreement any Finance Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Finance Party under any Finance Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Loan Agreement (Yamana Gold Inc)
Waivers, Amendments, Etc. (a) The provisions of each Loan Document (not including, for any purposes of this Agreement Section 10.1, the Proposal Letter or any Rate Protection Agreement, each of which shall be governed by the terms thereof) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender's Loan, in each Noteholdercase without the consent of such Lender directly affected thereby (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce the principal amount of or rate of interest on any Lender's Loan or Reimbursement Obligation owing to it, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender's Loans, modification in each case without the consent of such Lender directly affected thereby;
(d) reduce the percentage set forth in the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by a specific percentage of Lenders (whether it be Required Lenders or all Lenders) without the Noteholders or by the Required Holdersconsent of all Lenders;
(iii) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholderthe Issuer of such Letter of Credit, if (ii) extend the Stated Expiry Date of any Subfacility Letter of Credit beyond the Commitment Termination Date without compliance with all requirements of the proviso to Section 2.1.2(a), without the consent of all of the Lenders deemed to participate in such amendmentLetter of Credit or (iii) extend the Stated Expiry Date of any Standby Letter of Credit beyond the Commitment Termination Date without compliance with all requirements of the proviso to Section 2.1.3(a), modification or waiver would modify this Section 9.1, change without the definition consent of "Required Holders," or subject any Noteholder all of the Lenders deemed to any additional obligationsparticipate in such Letter of Credit;
(f) except as otherwise expressly provided in a Loan Document, (i) release the Borrowers from their Obligations under the Loan Documents, (ii) release parties from the Subsidiary Guaranty comprising all or substantially all of the value represented by the Subsidiary Guaranty or all or substantially all of the collateral from the Liens under the Loan Documents, or a material portion of the Borrowing Base Assets (except as permitted in accordance with Section 7.2.11), or (iii) increase the five (5%) percent of the Borrowing Base cap on Special Agent Advances contained in Section 2.1.1 or Section 10.21, in each case, with respect to each of subclauses (i), (ii) and (iii), without the consent of all Lenders;
(i) increase the advance percentage rates constituting part of the Borrowing Base, (ii) increase the Revolving Loan Commitment Amount or the Standby Letter of Credit Commitment Amount or (iii) decrease the amount of Adjusted Excess Availability required under Section 7.2.4(a) or increase the advance percentage rates constituting part of the Adjusted Borrowing Base, in each case with respect to each of subclauses (i), (ii) and (iii), without the consent of all Lenders;
(h) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), the Issuer (in its capacity as Issuer) or the Collateral Monitoring Agent (in its capacity as Collateral Monitoring Agent), unless consented to by each Noteholderthe Administrative Agent, if such amendmentthe Issuer or the Collateral Monitoring Agent, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend as the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholderscase may be; or
(vii) consented to by each Noteholderchange the relative priority of the Obligations set forth in Section 8.4, if such amendment, modification or waiver would make any Notes payable in money other than that stated in without the Notes.
(b) consent of all Lenders. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. All rights and remedies provided for in this Agreement are cumulative, and not exclusive of rights and remedies provided by law. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement or of any other Financing Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender in respect of such Lender’s Loans or permit an Interest Period with a duration in excess of six months, in each Noteholdercase without the consent of such Lender;
(c) extend any scheduled date of payment of principal for any Lender’s Loan, if or reduce the principal amount of, rate of interest or fees on any Loan, or extend the scheduled date on which interest or fees are payable in respect of such amendmentLoan, modification in each case, without the consent of the Lender which has made such Loan; NY1:#3495514
(d) reduce the percentage set forth in the definition of “Required Lenders” or waiver would modify any requirement hereunder that any particular action be taken by all Lenders, without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) except as otherwise expressly provided in a Financing Document, release a material Guarantor or a material portion of the Collateral under the Financing Documents, in each case without the consent of all Lenders;
(f) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersAdministrative Agent; or
(vig) consented to by modify Section 3.01(b) or 3.01(c) (or any related definition) without the consent of each NoteholderLender adversely affected thereby;
(h) modify Section 9.13 (or any related definition), if such amendment, modification without the consent of all Lenders; or
(i) modify the definition of “Category A Assets” or waiver would make any Notes payable in money other than that stated the proviso in the Notes.definition of “Eligible Asset” set forth in Section 1.01, the consent of all Lenders; or
(bj) modify Section 8.02 (or any related definition), the consent of all Lenders; or
(k) modify Article V or this Section 13.01(k) without the consent of each of the Guarantors. No failure or delay on the part of the Administrative Agent or any Noteholder Lender in exercising any power or right under this Agreement any Financing Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Noteholder Lender under any Financing Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Brookfield Infrastructure Partners L.P.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Loans held by a Lender or extend the Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(c) reduce (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article 3 payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.2.2);
(d) make any change to the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders[reserved]; or
(vif) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) unless consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Administrative Agent. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Credit Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Letters of Credit, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Account Party and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; provided that, is consented to by the Required Holders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify clause (b) of Section 4.3, Section 4.4 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made or risk participated in by a Lender hereunder, or extend the final Commitment Termination Date of Credit Extensions made (or risk participated in) by a Lender, in each Noteholdercase without the consent of such Lender (it being agreed, if however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to any Obligations shall only require the vote of the Required Lenders);
(c) reduce (by way of forgiveness), the amount of or reduce the rate of interest on any amounts due hereunder, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in connection herewith, in each case without the consent of such amendmentLender (provided that, modification the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.1);
(d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented to by each Noteholderrelease the Account Party from its Obligations under the Loan Documents, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend without the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment consent of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholdersall Lenders; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) or the Issuer (in its capacity as Issuer), unless consented to by each Noteholderthe Administrative Agent or the Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Credit Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Account Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Credit Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement ------------------------ and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such -------- ------- amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend any Commitment Termination Date or the date of any mandatory Commitment reduction under clause (a) of Section 2.2.2 or modify ---------- ------------- this
Section 10.1 without the consent of all Lenders; ------------
(b) increase the aggregate amount of any Lender's Percentage of any Commitment Amount, increase the aggregate amount of any Loans required to be made by each Noteholdera Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of such ----------- Lender;
(c) extend the Stated Maturity Date for any Lender's Loan or the due date of any interest thereon, if or reduce the principal amount of or rate of interest on any Lender's Loan, without the consent of such amendmentLender (it being understood and agreed, modification however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect ----------- ----------- to the Loans and other Obligations shall only require the vote of the Required Lenders);
(d) change the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders consent of all Lenders or by the Required Holders;
(ii) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligationsBlocked Amount";
(iiie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes)Issuer;
(ivf) consented to except as permitted by each Noteholderthe Borrower Security Agreement, if such amendmentBorrower Pledge Agreement, modification Subsidiary Security Agreement or waiver would Subsidiary Guarantee, release any Guarantor from (i) any of its obligations under its Guarantee the guarantees of any Restricted Subsidiary or this Agreement otherwise than in accordance with the terms hereof;
(vii) consented to by each Noteholder, if such amendment, modification all or waiver would affect the ranking substantially all of the Notes collateral or any Guarantee Pledged Shares as such term is defined in a manner adverse to the NoteholdersBorrower Pledge Agreement), in either case without the consent of all Lenders as expressly provided herein or therein; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent qua the Administrative Agent, the Syndication Agent --- qua the Syndication Agent, the Documentation Agent qua the Documentation --- --- Agent, any Arranging Agent qua Arranging Agent or any Issuer qua Issuer, --- --- unless consented to by each Noteholdersuch Agent or such Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Agent, any Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, any Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is consented to by the Issuer Borrower and the Required Holders and Lenders or (y) in the case of a waiver of any obligation of the Issuer Borrower or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswaiver:
(i) consented to by each Noteholder, if such amendment, modification or waiver which would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required HoldersLenders shall be effective unless consented to by each Lender;
(ii) consented to by each Noteholder, if such amendment, modification or waiver which would modify this Section 9.110.1, change the definition of "Required HoldersLenders," increase the Revolving Loan Commitment Amount or change any Revolving Percentage or Term Percentage for any Lender, reduce any fees payable to the Lenders described in Article 2 and Article 3, extend the Revolving Loan Commitment Termination Date or subject any Noteholder Lender to any additional obligationsobligations shall be made without the consent of each Lender;
(iii) consented to by each Noteholder, if such amendment, modification or waiver which would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);consent of the holder of the Note evidencing such Loan; or
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver which would affect adversely the ranking interests, rights, compensation or obligations of the Notes or any Guarantee in a manner adverse to Agent qua the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in Agent shall be made without consent of the NotesAgent.
(b) No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender, or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder Neither any Lender nor the Agent shall be under any obligation to marshal any assets in favor of the Issuer Borrower or any other party or against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Issuer Borrower makes a payment or payments to the NoteholdersAgent or the Lenders, or the Agent or the Lenders enforce their security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been mademade or such enforcement or setoff had not occurred.
Appears in 1 contract
Sources: Credit Agreement (Internationale Nederlanden Capital Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to in writing by the Issuer each Borrower party thereto and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required HoldersLenders unless consented to in writing by each Lender;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.110.1, or clause (a) of Section 10.10, (ii) change the definition of "“Required Holders," Lenders”, (iii) reduce any fees described in Article III, (iv) release all or subject any Noteholder to any additional obligationssubstantially all of the Collateral (except in each case as otherwise specifically provided in this Agreement, the Intercreditor Agreement, a Pledge Agreement or a Security Agreement) without the written consent of each Lender adversely affected thereby, (v) amend, modify or waive the provisions of Section 3.1.1 or Section 3.1.2 or clause (b) of Section 2.2.2 or (vi) extend the Commitment Termination Date, in each case, without the written consent of each Lender adversely affected thereby;
(iiic) consented permit outstanding Credit Extensions to by exceed the Maximum Loan Amount or increase the Revolving Credit Commitment Amount without the consent of each Noteholder, if Lender or increase the Revolving Credit Commitment of any Lender without the written consent of such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, Lender;
(d) (i) extend the Stated final Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or ii) reduce the principal amount of or rate of interest on any Loan or reduce any fee payable to any Lender or (iii) extend the Notesdate on which any principal payment, interest or fees are payable on any Loans, in each case without the written consent of each Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(ive) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(f) affect adversely the interests, rights or obligations of the Administrative Agent, any Issuer or, the Swing Line Lender (in its capacity as the Administrative Agent, Issuer or the Swing Line Lender), unless consented to in writing by the Administrative Agent, any Issuer or the Swing Line Lender, as the case may be;
(g) change the definition of “Borrowing Base Amount,” “Eligible Account,” “Eligible Inventory,” “Excess Availability,” or “Maximum Loan Amount” or any of the definitions used within those definitions in each Noteholder, case if the effect of such change would be to require a Lender to make or participate in a Credit Extension in an amount that is greater than such Lender would have had to make or participate in immediately prior to such amendment, modification or waiver would release any Guarantor from without the written consent of each Lender; provided, however, nothing contained in this clause shall limit the Administrative Agent’s ability to adjust the Borrowing Base Amount, the amount of Eligible Accounts or Eligible Inventory, the Excess Availability, the Maximum Loan Amount or any of its obligations under its Guarantee or the definitions used within such definitions, in each case to the extent otherwise permitted by this Agreement otherwise than in accordance with the terms hereofAgreement;
(vh) consented have the effect (either immediately or at some later time) of enabling the Borrowers to by each Noteholder, if such amendment, modification satisfy a condition precedent set forth in Section 5.2 to the making of a Loan or waiver would affect the ranking issuance of a Letter of Credit without the written consent of the Notes or any Guarantee in a manner adverse to the NoteholdersRequired Lenders; or
(vii) consented amend the Security Documents without the consent of the Required Lenders or the Intercreditor Agreement without the consent of the Required Lenders. Notwithstanding anything to by each Noteholderthe contrary contained in this Section 10.1, if such amendmentthe Administrative Agent may, modification without the consent of any Lender, execute amendments or waiver would make modifications of any Notes payable in money other than that stated in the Notes.
(b) Loan Document to cure any ambiguity, omission, defect or inconsistency therein. No failure or delay on the part of the Administrative Agent, any Noteholder Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower or any Subsidiary of any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Noteholder Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder . For purposes of this Section 10.1, the Administrative Agent shall be under have primary responsibility, together with the Company, in the negotiation, preparation and documentation relating to any obligation to marshal amendment, modification or waiver of this Agreement, any assets in favor of the Issuer other Loan Document or any other party agreement or against document related hereto or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments thereto contemplated pursuant to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madethis Section 10.1.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sterling Chemicals Inc)
Waivers, Amendments, Etc. (a) The TheExcept as expressly provided in Sections 3.3 and 6.3, the provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer each Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, provided that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each NoteholderLender;
(b) modify Section 5.9, if such amendment, modification or waiver would modify this Section 9.111.1, change the definition definitions of "“Percentage,” or “Required HoldersLenders," ” increase the Total Commitment Amount or the Credit Commitment Amount or Percentage of any Lender, extend the Commitment Termination Date, or, subject to Section 8.2.5, release any Noteholder to Guarantor from any additional obligationsof its payment obligations under the Guaranty entered into by it(i) the Guaranty of Micro or (ii) all or substantially all of the value of the Guarantees of the Additional Guarantors, shall be made without the consent of each Lender;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on any Credit Extension or the Notes (or reduce the principal amount of or rate any fee payable under Section 4.3 shall be made without the consent of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersLender directly and adversely affected thereby; or
(vid) consented to by each Noteholderaffect adversely the interests, if such amendmentrights or obligations of the Administrative Agent, modification the Swing Line Lender or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Issuer shall be made without the consent of the Administrative Agent, the Swing Line Lender or the Issuer, as the case may be. No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Ingram Micro Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, change the definition of "Required Holders," Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder to Lender, reduce any additional obligationsfees described in Article III, release any Guarantor from its obligations under its Guaranty or release all or substantially all of the collateral security, except as otherwise specifically provided in any Loan Document or extend any Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes)consent of the holder of that Note evidencing such Loan;
(ivd) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would release any Guarantor from any obligations of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofIssuer qua the Issuer shall be made without the consent of the Issuer;
(ve) consented to by each Noteholderaffect adversely the interests, if rights or obligations of any Agent, the Arranger or the Co-Arranger (in its capacity as such) shall be made without consent of such amendmentAgent, modification the Arranger or waiver would affect the ranking of Co-Arranger, as the Notes or any Guarantee in a manner adverse to the Noteholderscase may be; or
(vif) consented to by each Noteholder, if such amendment, modification modify clause (a)(i) of Section 3.1.1 or waiver would make any Notes payable in money other than that stated in the Notes.
clause (b) of Section 3.1.2 without the consent of the holders of the Notes evidencing at least 51% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitment Amount, the Lenders holding at least 51% of the Revolving Loan Commitments. No failure or delay on the part of any Noteholder Agent, the Issuer, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer and Borrower and, except for the Required Holders and provisions described in CLAUSE (yb), (d), (e), (h)(iii), (i), (j) in or (k)(ii) below (the case of a amendment, modification or waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is which provisions shall be consented to by the Lenders and/or holders of Notes described in such clauses), the Required HoldersLenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each NoteholderLender;
(b) modify any requirement hereunder that any particular action taken by the Required Revolving Lenders or the Required Term Lenders shall be effective unless consented to by each Revolving Lender or each Term Lender, if such amendment, modification or waiver would respectively;
(c) modify this Section 9.1SECTION 10.1, change the definition of "Required Holders," REQUIRED LENDERS", release any Guarantor from its obligations under the Guaranty or subject release all or substantially all of the collateral security (except as otherwise specifically provided in any Noteholder to any additional obligationsLoan Document) shall 97 104 be made without the consent of each Lender and each holder of a Note;
(iiid) consented to by each Noteholderchange the definition of "REQUIRED REVOLVING LENDERS", if such amendmentincrease any Revolving Loan Commitment or Letter of Credit Commitment or the Percentage of any Revolving Lender, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1, III or extend the Stated Maturity DateRevolving Loan Commitment Termination Date shall be made without the consent of each Revolving Lender and each holder of a Note evidencing a Revolving Loan;
(e) change the definition of "REQUIRED TERM LENDERS", increase any Term Loan Commitment or the Percentage of any Term Lender or extend the Term Loan Commitment Termination Date shall be made without the consent of each Term Lender and each holder of a Note evidencing a Term Loan;
(f) extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on or premium or fees payable in respect of any Loan or any Reimbursement Obligations shall be made without the Notes (or reduce consent of the principal amount holder of or rate that Note evidencing such Loan or, in the case of interest on a Reimbursement Obligation, the Notes)Issuer owed, and those Lenders participating in, such Reimbursement Obligation;
(ivg) affect adversely the interests, rights or obligations of any Agent, Issuer or Arranger (in its capacity as Agent, Issuer or Arranger), unless consented to by such Agent, Issuer or Arranger, as the case may be;
(i) without the consent of the Required Lenders, change the definition of "BORROWING Base AMOUNT", "ELIGIBLE ACCOUNT" or "NET ASSET VALUE" (in each Noteholdercase if the effect of such change would be to require a Lender to make or participate in a Credit Extension in an amount that is greater than such Lender would have had to make or participate in immediately prior to such change), if such (ii) without the consent of the Required Lenders, amend, modify or waive SECTION 3.1.1(b) or (iii) without the consent of the Required Revolving Lenders, have the effect (either immediately or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan or the issuance of a Letter of Credit;
(i) modify any provision of SECTION 2.1.2, 2.1.3, 2.1.5, 2.6 or 7.2 or have the effect of waiving any Default or Event of Default with respect to the Revolving Loans and the Revolving Loan Commitments shall be made without the consent of the Required Revolving Lenders;
(j) modify any provision of SECTION 7.3 or have the effect of waiving any Default or Event of Default with 98 105 respect to the Term Loans and the Term Loan Commitments shall be made without the consent of the Required Term Lenders; or
(k) without limiting the effect of any of the preceding clauses, (i) amend, modify or waive the provisions of CLAUSE (a)(i) of SECTION 3.1.1 or CLAUSE (b) of SECTION 3.1.2 or effect any amendment, modification or waiver would release that by its terms adversely affects in any Guarantor material respect the rights of Lenders participating in any Tranche differently from any those of its obligations under its Guarantee or this Agreement otherwise than Lenders participating in accordance with other Tranches, without the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect consent of the ranking holders of the Notes evidencing at least 51% of the aggregate amount of Loans outstanding under the Tranche or any Guarantee in a manner adverse to the Noteholders; or
Tranches affected by such modification, or (viii) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) case of a modification affecting the Revolving Loan Commitment Amount, the Required Revolving Lenders. No failure or delay on the part of any Noteholder Agent, the Issuer, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this AgreementLenders; PROVIDED, is consented to by the Required Holders; provided, howeverHOWEVER, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend any Commitment Termination Date or modify this SECTION 11.1 without the consent of all Lenders;
(b) increase any Commitment Amount, increase the aggregate amount of any Lender's Percentage of any Commitment Amount, increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in ARTICLE III payable to any Lender without the consent of such Lender;
(c) extend the Stated Maturity Date for any Lender's Loan, or reduce the principal amount of or rate of interest on any Lender's Loan or extend the date on which interest or fees are payable in respect of such Lender's Loans, in each Noteholdercase, if without the consent of such amendmentLender (it being understood and agreed, modification however, that any vote to rescind any acceleration made pursuant to SECTION 9.2 and SECTION 9.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(d) change the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented release (i) any Guarantor from its obligations under a Guaranty (except as contemplated under this Agreement with respect to by each Noteholderthe Cayenta Group upon the issuance of shares in connection with the initial public offering of Cayenta pursuant to the terms of the applicable underwriting agreement) or (ii) all or substantially all of the collateral under the Loan Documents, if such amendment, modification in either case without the consent of all Lenders as expressly provided herein or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes)therein;
(ivg) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from change any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
of CLAUSE (vd) consented to by each Noteholder, if such amendment, modification of SECTION 2.4 or waiver would affect SECTION 2.8 without the ranking consent of the Notes or any Guarantee in a manner adverse to the NoteholdersCSFB; or
(vih) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), or any Issuer (in its capacity as Issuer), unless consented to by each Noteholderthe Administrative Agent or such Issuer, as the case may be. Notwithstanding the foregoing, any technical amendments or modifications to this Agreement required to give effect to the issuance of the Term C Loan Commitment or the Term C Loans in accordance with SECTION 2.3(c) shall only require the consent of the Administrative Agent, the Term C Loan Lenders and the Borrower. Any technical amendments or modifications to this Agreement required to give effect to the increase, if such amendmentany, modification or waiver would make any Notes payable in money other than that stated in the Notes.
interest rate (band Applicable Margin) with respect to the Term B Loans in accordance with SECTION 3.3(c) shall only require the consent of the Administrative Agent, the Term B Loan Lenders and the Borrower. No failure or delay on the part of the Administrative Agent, any Noteholder Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Noteholder Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1 or clause (a) of Section 10.10, change the definition of "Required Holders," Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder Lender, reduce any fees described in Article III, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (except pursuant to a disposition of such Subsidiary Guarantor in accordance with clause (b) of Section 7.2.9), release the Parent from its obligations under the Parent Guaranty or release all or substantially all of the collateral security (except as otherwise specifically provided in any additional obligationsLoan Document) or extend any Commitment Termination Date, shall be made without the consent of each Lender adversely affected thereby and each holder of a Note adversely affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment scheduled repayment of principal of or interest on or fees payable in respect of any Loan or any Reimbursement Obligations shall be made without the Notes (or reduce consent of the principal amount holder of or rate that Note evidencing such Loan or, in the case of interest on a Reimbursement Obligation, the Notes)Issuer owed, and those Lenders participating in, such Reimbursement Obligation;
(ivd) affect adversely the interests, rights or obligations of any Agent, Issuer or the Lead Arranger (in its capacity as Agent, Issuer or the Lead Arranger), unless consented to by each Noteholdersuch Agent, if such Issuer or the Lead Arranger, as the case may be; or
(e) amend, modify or waive the provisions of clause (a)(i) of Section 3.1.1 or clause (b) of Section 3.1.2 or effect any amendment, modification or waiver would release that by its terms adversely affects the rights of Lenders participating in any Guarantor Tranche differently from any those of its obligations under its Guarantee or this Agreement otherwise than Lenders participating in accordance with other Tranches, without the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect consent of the ranking holders of the Notes evidencing at least 51% of the aggregate amount of Loans outstanding under the Tranche or any Guarantee in a manner adverse to the Noteholders; Tranches affected by such modification, or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) case of a modification affecting the Revolving Loan Commitment Amount or the Delayed Term Loan Commitment Amount, the Lenders holding at least 51% of the Revolving Loan Commitments or the Delayed Term Loan Commitments, as applicable. No failure or delay on the part of any Noteholder Agent, the Issuer, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder . For purposes of this Section 10.1, the Syndication Agent, in coordination with the Administrative Agent, shall be under have primary responsibility, together with the Borrower, in the negotiation, preparation, and documentation relating to any obligation to marshal amendment, modification or waiver of this Agreement, any assets in favor of the Issuer other Loan Document or any other party agreement or against document related hereto or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments thereto contemplated pursuant to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madethis Section.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersAdministrative Agent; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(i) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required HoldersAdministrative Agent shall be effective unless consented to by each Lender;
(ii) modify any requirement hereunder that any particular action be taken by the Required Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligationsLenders;
(iii) waive compliance by the Borrower with any covenant under Article VIII or waive any Default hereunder shall be effective unless consented to by each Noteholderthe Required Lenders;
(iv) modify this Section 11.1, if such amendmentchange the definitions of “Required Lenders,” “Commitment,” or “Commitment Amount,” increase the Percentage of any Lender, modification or waiver would reduce any amounts payable to such Noteholders fees or change any interest rate described in Article 1III, amend Section 8.2.6 or extend the Stated Maturity Date or the Commitment Termination Date, shall be made without the consent of each Lender affected thereby;
(v) extend the due date for, or reduce the amount of, any payment scheduled or mandatory repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);
(iv) consented to by consent of each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersLender affected thereby; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of this Agreement may the Loan Documents (including the acceptance in its sole discretion of supplements by the Borrower to certain Items of the Disclosure Schedules regarding Real Property acquired after the Effective Date, regarding a Subsidiary Guarantor joined after the Effective Date and from time to time be amendedupdated Schedules to the Security Agreement or Pledge Agreement), modified or waived, if such no amendment, modification modification, termination or waiver is of any provision of this Agreement or any other Loan Document, or any consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and, (x) in the case of an amendment or modification, is consented to and signed by the Issuer Administrative Agent, the Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:that
(i) consented to by each Noteholder, if such no amendment, modification modification, termination or waiver would modify of this Agreement or any requirement hereunder that any particular action be taken by all the Noteholders or other Loan Document shall, unless in writing and signed by the Administrative Agent, all Lenders and Voting Participants:
(A) release all or substantially all of the Collateral;
(B) release any Loan Party from its Obligations under any Loan Document except as specifically provided for in the Loan Documents;
(C) alter in any manner the pro rata sharing of payments required hereunder; or
(D) amend or waive this Section 11.1 or the definition of the “Required HoldersLenders” or of “Percentage” insofar as such definition affects the substance of this Section, or any other provision specifying the number or percentage of Lenders and Voting Participants required to take any action under any Loan Document;
(ii) consented to no amendment, modification, termination or waiver of this Agreement or any other Loan Document shall, unless in writing and signed by the Administrative Agent and each Noteholder, if Lender and each Voting Participant specified below for such amendment, modification modification, termination or waiver would modify this Section 9.1, change waiver:
(A) increase the definition amount of "Required Holders," any Commitment of any affected Lender or subject any Noteholder to any additional obligationsVoting Participant without the consent of such affected Lender or Voting Participant;
(iiiB) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described other than as provided in Article 1Section 3.6, extend the Revolving Loan Commitment Termination Date, the Multi-Draw Term Loan Commitment Termination Date, or any Stated Maturity Date without the consent of all of the Lenders and Voting Participants holding the Commitments and Loans of the applicable credit facility and, in the case of the Revolving Loan Commitment Termination Date, the Swingline Lender and any Issuing Lender (Revolver) and in the case of the Multi-Draw Term Loan Commitment Termination Date, any Issuing Lender (MDT);
(C) reduce the principal of, or rate of interest on (other than any waiver of any increase in the interest rate pursuant to Section 3.2.2), or fees payable with respect to, any Loan of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(D) alter Section 8.7 without the consent of any affected Lender or Voting Participant;
(E) extend the due date for, or reduce the amount of, any prepayment under Section 3.1.2(b)(vii) of principal on any Loan or other Obligations without the written consent of holders of more than 66.67% of the Loans to which such prepayment would have been applied pursuant to the application of payments under Section 3.1.3 without giving effect to any waiver or amendment thereof under this Section 11.1(a)(ii)(E);
(F) extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on (other than any waiver of any increase in the Notes)interest rate pursuant to Section 3.2.2) as to any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(ivG) consented except with respect to by each Noteholder, if such any amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee expressly permitted to be made by the Administrative Agent, Swingline Lender or this Agreement otherwise than in accordance with Issuing Lenders pursuant to the terms hereof;of the Loan Documents, amend, modify or waive any condition precedent, notice, required amount, or borrowing procedure or period of any Borrowing under the Revolving Loan Commitments without the written consent of holders of more than 50% of the Revolving Loan Commitments; or
(vH) consented except with respect to by each Noteholder, if such any amendment, modification or waiver would affect expressly permitted to be made by the ranking Administrative Agent or Issuing Lenders pursuant to the terms of the Notes Loan Documents, amend, modify or waive any condition precedent, notice, required amount, or borrowing procedure or period to any Borrowing under the Multi-Draw Term Loan Commitments without the written consent of holders of more than 50% of the Multi-Draw Term Loan Commitments;
(iii) no amendment, modification, termination or waiver affecting the rights or duties of the Administrative Agent, the Swingline Lender or any Guarantee Issuing Lender under this Agreement or any other Loan Document shall be effective unless in a manner adverse writing and signed by the Administrative Agent, the Swingline Lender or such Swingline Lender, as applicable, in addition to the Noteholders; or
(vi) consented Lenders required hereinabove to by each Noteholder, if take such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notesaction.
(b) No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunderThe remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by Law.
(c) No Noteholder Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that any Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed to be held by any such Defaulting Lender shall be under any obligation to marshal any assets in favor excluded from a vote of the Issuer Lenders hereunder requiring the consent of the Lenders).
(d) Notwithstanding anything to the contrary herein, technical and conforming modifications to (or amendments and restatements of) the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to provide for terms and conditions of any Incremental Term Loan or Revolver Increase, including, without limitation, with respect to borrowing and prepayment conditions and mechanics, (ii) so as to modify Section 8.7, any other provision hereof or thereof relating to the pro rata sharing of payments among the Lenders or any other party provisions hereof or against thereof that might otherwise require the vote of the Required Lenders (or in payment another group of any Lenders or all of the Obligations. To Lenders) hereunder in order to include provisions applicable to any such Incremental Term Loan or Revolver Increase that are substantially consistent with the extent that existing provisions of this Agreement with respect to such matters and to share ratably in the Issuer makes a payment benefits of this Agreement and the other Loan Documents with the Lenders under any such Incremental Term Loan or payments to the NoteholdersRevolver Increase, and (iii) to otherwise incorporate the terms applicable to any such payment Incremental Term Loan or payments or any part thereof are subsequently for any reason invalidatedRevolver Increase (such as the pricing, set aside or required to be repaid to a trusteematurity, receiver or any fees and other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeprovisions applicable thereto).
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:
which would: (ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all of the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender; (b)
(i) modify this Section 9.110.1, (ii) change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
Lenders", (iii) consented to by each Noteholderincrease any Commitment Amount or the Percentage of any Lender, if such amendment, modification or waiver would (iv) reduce any amounts payable to such Noteholders fees described in Article 1III, (v) release all or any substantial part of the Collateral Property, except as otherwise specifically provided in any Loan Document, (vi) release any Guarantor or terminate any Guaranty, or (vii) extend any Commitment Termination Date or the Stated Maturity Date, in each case shall be made without the consent of each Lender; (c) extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan or any other Obligation (or reduce the principal amount of or rate of interest on any Loan) or reduce the Notes);
(iv) consented to by each Noteholderamount of any fee, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with shall be made without the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes holder of that Note evidencing such Loan; (d) affect adversely the interests, rights or obligations of the Administrative Agent qua the Administrative Agent or of the Issuer qua the Issuer (including any Guarantee in a manner adverse charge with respect to the Noteholdersobligations of any Borrower or the Lender with respect to the Letter of Credit Liabilities) or of any Syndication Agent or Senior Managing Agent qua such Syndication Agent or Senior Managing Agent, respectively, shall be made without consent of the Administrative Agent, the Issuer, or the relevant Agent, respectively; or
or (vie) consented modify Section 10.3 or 10.4 without the consent of the Issuer, the Administrative Agent, the other Agents (to by the extent that it is adversely affected), the Arranger (to the extent that it is adversely affected) and each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Lender. No failure or delay on the part of any Noteholder Agent, any Lender or the Issuer in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Noteholder Lender or the Issuer under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Royalty Sub and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, provided that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section or change or waive any provision of Section 4.7 or 4.8 requiring pro rata treatment of the Lenders, or the sharing of payments by all Lenders, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Loans made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender's Loan, in each Noteholdercase without the consent of such Lender;
(c) reduce (by way of forgiveness) the principal amount of or reduce the rate of interest on any Lender's Loan, if reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such amendmentLender's Loans, modification in each case without the consent of such Lender (provided that the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.2.2);
(d) reduce the percentage set forth in the definition of "Required Lenders" or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) consented to by except as otherwise expressly provided in a Loan Document, release Royalty Sub from its Obligations under the Loan Documents or the Pledgor from its obligations under the First Lien Pledge and Security Agreement or all or substantially all of the collateral under the Loan Documents, in each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change case without the definition consent of "Required Holders," or subject any Noteholder to any additional obligationsall Lenders;
(iiif) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking change Section 3 of the Notes or any Guarantee in a manner adverse to Intercreditor Agreement without the Noteholdersconsent of all Lenders; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), unless consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Administrative Agent. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented extend any Commitment Termination Date or modify this Section 10.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Lender's Percentage of any Commitment Amount, increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(c) extend the Stated Maturity Date for any Lender's Loan, or reduce the principal amount of or rate of interest on any Lender's Loan or extend the date on which interest or fees are payable in respect of such Lender's Loans, in each Noteholdercase, if without the consent of such amendmentLender (it being understood and agreed, modification however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(d) change the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented to by each Noteholderrelease (i) any Guarantor from its obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, if such amendment, modification in either case without the consent of all Lenders as expressly provided herein or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes)therein;
(ivg) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from change any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
of clause (vd) consented to by each Noteholder, if such amendment, modification of Section 2.1.4 or waiver would affect Section 2.3.2 without the ranking consent of the Notes or any Guarantee in a manner adverse to the NoteholdersScotiabank; or
(vih) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), or any Issuer (in its capacity as Issuer), unless consented to by each Noteholderthe Administrative Agent or such Issuer, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of the Administrative Agent, any Noteholder Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Noteholder Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Titan Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1 or clause (a) of Section 10.10, change the definition of "Required Holders," Lenders", increase any Commitment Amount or subject the Percentage of any Noteholder Lender (other than pursuant to Section 2.2.2), reduce any additional obligationsfees described in Article III, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (except pursuant to a disposition of such Subsidiary Guarantor in accordance with clause (b) of Section 7.2.9) or release all or substantially all of the collateral security (except as otherwise specifically provided in any Loan Document) or extend any Commitment Termination Date, shall be made without the consent of each Lender adversely affected thereby and each holder of a Note adversely affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment scheduled repayment of principal of or interest on or fees payable in respect of any Loan or any Reimbursement Obligations shall be made without the Notes (or reduce consent of the principal amount holder of or rate that Note evidencing such Loan or, in the case of interest on a Reimbursement Obligation, the Notes)Issuer owed, and those Lenders participating in, such Reimbursement Obligation;
(ivd) affect adversely the interests, rights or obligations of any Agent, Issuer or the Lead Arranger (in its capacity as Agent, Issuer or the Lead Arranger), unless consented to by each Noteholdersuch Agent, if such Issuer or the Lead Arranger, as the case may be; or
(e) amend, modify or waive the provisions of clause (a)(i) of Section 3.1.1 or clause (b) of Section 3.1.2 or effect any amendment, modification or waiver would release that by its terms adversely affects the rights of Lenders participating in any Guarantor Tranche differently from any those of its obligations under its Guarantee or this Agreement otherwise than Lenders participating in accordance with other Tranches, without the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect consent of the ranking holders of the Notes evidencing at least 51% of the aggregate amount of Loans outstanding under the Tranche or any Guarantee in a manner adverse to the Noteholders; Tranches affected by such modification, or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) case of a modification affecting the Revolving Loan Commitment Amount, the Additional Term A Loan Commitment Amount or the Additional Term B Loan Commitment Amount, the Lenders holding at least 51% of the Revolving Loan Commitments, the Additional Term A Loan Commitments or the Additional Term B Loan Commitments, as applicable. No failure or delay on the part of any Noteholder Agent, the Issuer, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, the Issuer, any Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder . For purposes of this Section 10.1, the Syndication Agent, in coordination with the Administrative Agent, shall be under have primary responsibility, together with the Borrower, in the negotiation, preparation, and documentation relating to any obligation to marshal amendment, modification or waiver of this Agreement, any assets in favor of the Issuer other Loan Document or any other party agreement or against document related hereto or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments thereto contemplated pursuant to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madethis Section.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document (other than the Fee Letters or a Rate Protection Agreement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and Lenders (y) except as permitted in the case accordance with clause d of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersSection 2.2.3); provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, change decrease the percentage contained in the definition of "“Required Holders," Lenders”, release (i) all or subject substantially all collateral security or (ii) a Guarantor from its obligations under a Guaranty or under Section 3.4, except as otherwise specifically provided in any Noteholder to any additional obligationsLoan Document, or extend the Commitment Termination Date shall be made without the consent of each Lender (it being agreed that no consent need be obtained in the case of the release of collateral in accordance with Section 7.2.11);
(iiic) consented increase the aggregate amount of Credit Extensions required to be made by each Noteholderor participated in by a Lender, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1, extend the Stated Maturity DateIII payable to a Lender, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan (other than the Notes)rate of interest on any amounts past due under Section 3.2.2) of a Lender shall be made without the consent of such adversely affected Lender;
(ivd) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would release any Guarantor from any Letter of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofCredit;
(ve) consented to by each Noteholder, if such amendment, modification or waiver would affect modify Section 3.1.2 without the ranking consent of the Notes Swingline Lender;
(f) affect adversely the interests, rights or obligations of any Guarantee Agent in a manner adverse to its capacity as an Agent or the NoteholdersIssuer in its capacity as the Issuer shall be made without consent of such Agent or the Issuer or the Swingline Lender in its capacity as Swingline Lender, as the case may be; or
(vig) consented to by waive payment defaults shall be made without the consent of each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Lender. No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify this Section 11.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Lender's Percentage of any Commitment Amount, increase the aggregate amount of any Loans or TLCs required to be made or purchased by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(c) extend the final Stated Maturity Date for any Lender's Loan or TLC, or reduce the principal amount of or rate of interest on any Lender's Loan or TLC or extend the date on which scheduled payments of principal, or payments of interest or fees are payable in respect of any Lender's Loans or TLCs, in each Noteholdercase, if without the consent of such amendmentLender (it being understood and agreed, modification however, that any vote to rescind any acceleration made pursuant to Section 9.2 and Section 9.3 of amounts owing with respect to the Loans, TLCs and other Obligations shall only require the vote of the Required Lenders);
(d) reduce the percentage set forth in the definition of "Required Lenders" or waiver would modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit or extend the Stated Expiry Date of any Letter of Credit to a date which is subsequent to the Revolving Loan Commitment Termination Date, in each case, unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would modify this Section 9.1, change the definition Letter of "Required Holders," or subject any Noteholder to any additional obligationsCredit;
(iiif) consented except as otherwise expressly provided in this Agreement or another Loan Document, release (i) any Guarantor from its obligations under a Guaranty other than in connection with a Disposition of all or substantially all of the Capital Securities of such Guarantor in a transaction permitted by Section 7.2.9 as in effect from time to by each Noteholdertime or (ii) all or substantially all of the collateral under the Loan Documents, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend either case without the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment consent of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes)all Lenders;
(ivg) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from change any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
of clause (vc) consented to by each Noteholder, if such amendment, modification of Section 2.1.4 or waiver would affect Section 2.3.2 without the ranking consent of the Notes or any Guarantee in a manner adverse to the NoteholdersSwing Line Lender; or
(vih) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), the Syndication Agent (in its capacity as the Syndication Agent) or any Issuer (in its capacity as Issuer), unless consented to by each Noteholderthe Administrative Agent, if the Syndication Agent or such amendmentIssuer, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of the Administrative Agent, the Syndication Agent, any Noteholder Issuer or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Syndication Agent, any Noteholder Issuer or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Amendment No. 4 (Weight Watchers International Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer each Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1SECTION 11.1, change the definition definitions of "Adjusted Percentage, Percentage, or Required Holders," Lenders, increase the Total Credit Commitment Amount or the Credit Commitment Amount, Percentage, or Adjusted Percentage of any Lender, extend the Commitment Termination Date, or, subject to SECTION 8.2.5, release any Noteholder to Guarantor from any additional obligationsof its payment obligations under the Guaranty entered into by it, shall be made without the consent of each Lender;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on any Pro-Rata Credit Extension or the Notes (or reduce the principal amount of or rate any fee payable under SECTION 4.3 shall be made without the consent of interest on the Notes)each Lender;
(ivd) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee Administrative Agent in a manner adverse to its capacity as Administrative Agent shall be made without the Noteholdersconsent of the Administrative Agent; or
(vie) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would make any Notes payable obligations of the Syndication Agent in money other than that stated in its capacity as the Notes.
(b) Syndication Agent shall be made without the consent of the Syndication Agent. No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Ingram Micro Inc)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is consented to by the Issuer Borrower and the Required Holders and Lenders or (y) in the case of a waiver of any obligation of the Issuer any Loan Party or of compliance by any Loan Party with any prohibition contained in this AgreementAgreement or any other Loan Document, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswaiver:
(i) consented to by each Noteholder, if such amendment, modification or waiver which would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required HoldersLenders shall be effective unless consented to by each Lender;
(ii) consented to by each Noteholder, if such amendment, modification or waiver which would modify this Section 9.1, change the definition of "Required HoldersLenders," increase the Expansion Facility Commitment Amount or the Term Loan Commitment Amount, change any Expansion Facility Percentage or Term Loan Percentage for any Lender, as applicable, reduce any fees payable to the Lenders described in Article 2 and Article 3, extend the Term Loan Maturity Date or Expansion Facility Maturity Date, or subject any Noteholder Lender to any additional obligationsobligations shall be made without the consent of each Lender;
(iii) consented to by each Noteholder, if such amendment, modification or waiver which would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);consent of each Lender affected thereby; or
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver which would affect adversely the ranking interests, rights, compensation or obligations of the Notes or any Guarantee in a manner adverse to Agent qua the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in Agent shall be made without consent of the NotesAgent.
(b) No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder Neither any Lender or the Agent shall be under any obligation to marshal any assets in favor of the Issuer Borrower or any other party or against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Issuer Borrower makes a payment or payments to the NoteholdersAgent or the Lenders, or the Agent or the Lenders enforces their security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been mademade or such enforcement or setoff had not occurred.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Cash Management Agreements, Rate Protection Agreements and the Letters of Credit and the Administrative Agent Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders Lenders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to acknowledged by the Required HoldersAdministrative Agent; providedprovided that, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender;
(c) reduce (by way of forgiveness), if the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees or any scheduled payment (but not prepayments) of principal are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender; provided that, the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.2.2; and provided, further that the Stated Maturity Date in respect of all of the Loans and Commitments of any Lender in respect of the Term Loans or the Revolving Loan Commitments may be extended with the consent of such Lender, and such consent shall be sufficient without the consent of the Required Lenders or any other Person;
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(iie) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification Letter of Credit (and the consent of such Issuer shall be sufficient without the consent of the Required Lenders or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notesother Person);
(ivf) consented to by each Noteholderexcept as otherwise expressly provided in a Loan Document, if such amendment, modification release (i) any Borrower from its Obligations under the Loan Documents or waiver would release any Guarantor from any of its obligations under its Guarantee all or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking substantially all of the Notes value of the Guaranty or any Guarantee (ii) all or substantially all of the collateral under the Loan Documents, in a manner adverse to each case without the Noteholdersconsent of all Lenders; or
(vig) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as an Administrative Agent), the Swing Line Lender (in its capacity as the Swing Line Lender) or the Issuer (in its capacity as the Issuer), unless consented to by each Noteholdersuch Administrative Agent, if such amendmentSwing Line Lender or such Issuer, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (cand any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (z) No Noteholder the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately and adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. The rights of Sponsor Permitted Assignees are set forth in and subject to Section 12.10.2(f). Any term or provision of this Section 12.1 to the contrary notwithstanding, if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Borrowers shall be under permitted to amend such provision and such amendment shall become effective without any obligation to marshal any assets in favor further action or consent of the Issuer or any other party or against or in payment of to any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLoan Document.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; providedPROVIDED, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1SECTION 10.1, change decrease the percentage contained in the definition of "Required Holders," Lenders", increase the Commitment Amount by more than $175,000,000, release (i) all or subject substantially all collateral security or (ii) a Guarantor from its obligations under a Guaranty or under SECTION 3.4, except as otherwise specifically provided in any Noteholder to any additional obligationsLoan Document, or extend the Commitment Termination Date shall be made without the consent of each Lender (it being agreed that no consent need be obtained in the case of the release of collateral in accordance with SECTION 7.2.11);
(iiic) consented increase the aggregate amount of Credit Extensions required to be made by each Noteholderor participated in by a Lender, if such amendment, modification or waiver would reduce any amounts fees described in ARTICLE III payable to such Noteholders described in Article 1, extend the Stated Maturity Datea Lender, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) of a Lender shall be made without the Notes)consent of such adversely affected Lender;
(ivd) increase the Stated Amount of any Letter of Credit unless consented to by each Noteholder, if the Issuer of such amendment, modification or waiver would release any Guarantor from any Letter of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersCredit; or
(vie) consented to by each Noteholderaffect adversely the interests, if rights or obligations of any Agent in its capacity as an Agent or any Issuer in its capacity as an Issuer shall be made without consent of such amendmentAgent or such Issuer, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower or any other Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sun International Hotels LTD)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Company and the Required Holders each Obligor party thereto and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.111.1, or clause (a) of Section 11.10, change the definition definitions of "Required Holders,Lenders" or subject "Total Exposure Amount", increase any Noteholder Commitment Amount or the Percentage of any Lender (other than pursuant to any additional obligations;
clause (iiig) consented to by each Noteholderof Section 2.1.2), if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Section 3.3 (other than the administration fee referred to in Section 3.3.2), release any material Subsidiary Co-Obligor from its obligations under the Subsidiary Co-Obligation Agreement and Guaranty, Holdco from its obligations under the Holdco Guaranty and Pledge Agreement, or the Company from its obligations under Article 1X hereof, or all or substantially all of the collateral security (except in each case as otherwise specifically provided in this Agreement, the Subsidiary Co-Obligation Agreement and Guaranty, a Security Agreement or a Pledge Agreement) or extend the Stated Maturity any Commitment Termination Date, shall be made without the consent of each Lender adversely affected thereby; 157 166 (c) extend the due date for, or reduce the amount of, any payment or prepayment scheduled repayment of principal of or interest on the Notes (or fees payable in respect of any Loan or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release fees payable in respect of any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes Loan or any Guarantee Reimbursement Obligations (which shall in a manner adverse to each case include the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part conversion of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for of the Obligations into equity of any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies thereforObligor), shall be revived made without the consent of the Lender which has made such Loan or, in the case of a Reimbursement Obligation, the Issuer owed, and continued in full force and effect as if those Lenders participating in, such payment had not been made.Reimbursement Obligation;
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is consented to by the Issuer Borrower and the Required Holders and Lenders or (y) in the case of a waiver of any obligation of the Issuer any Loan Party or of compliance by any Loan Party with any prohibition contained in this AgreementAgreement or any other Loan Document, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswaiver:
(i) consented to by each Noteholder, if such amendment, modification or waiver which would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required HoldersLenders shall be effective unless consented to by each Lender;
(ii) consented to by each Noteholder, if such amendment, modification or waiver which would modify this Section 9.1, change the definition of "“Required HoldersLenders," ” increase the Working Capital Facility Commitment Amount or the Term Loan Facility Commitment Amount, change the Working Capital Facility Percentage or the Term Loan Percentage for any Lender, as applicable, reduce any fees payable to the Lenders described in Article 2 and Article 3, extend the Term Loan Maturity Date or the Working Capital Facility Maturity Date, or subject any Noteholder Lender to any additional obligationsobligations shall be made without the consent of each Lender;
(iii) consented to by each Noteholder, if such amendment, modification or waiver which would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (Term Loans under Section 3.3.1(c), or any interest payable on any Loan, or any fees payable under this Agreement, or which would reduce the principal amount of or rate of interest on any Loan or rate of fees accruing under this Agreement, in each case other than any interest and fees to the Notes)extent accruing or payable at the Post-Default Rate, shall be made without the consent of each Lender affected thereby;
(iv) which would release or permit the release of all or substantially all of the Collateral (and the release of Collateral the absence of which would prevent the Borrower from operating the Project substantially in accordance with the Project Construction Completion Requirements shall be deemed to constitute a release of all or substantially all of the Collateral) shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofLender and by each Qualified Counterparty to a Qualified Commodity Hedge Contract;
(v) consented to by each Noteholder, if such amendment, modification or waiver which would affect adversely the ranking interests, rights, compensation or obligations of the Notes or any Guarantee in a manner adverse to Agent shall be made without the Noteholdersconsent of the Agent; or
(vi) which is (A) a Qualified Hedge Related Amendment or (B) an amendment to a Security Document that disproportionately and adversely affects the rights of a Qualified Hedge Counterparty (or the Qualified Hedge Counterparties as a class) under such Security Document relative to the Lenders (provided that such Qualified Hedge Counterparty notifies the Agent of such disproportionately adverse effect reasonably promptly after receiving written notice of such proposed amendment, modification or waiver), shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the NotesQualified Counterparty to a Qualified Commodity Hedge Contract; or
(vii) which is a Secured Hedge Related Amendment shall be effective unless consented to by each Qualified Counterparty.
(b) No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification or waiver hereunder or under any other Loan Document, nor shall any amendment, modification or waiver hereunder or under any other Loan Document require the consent or approval of, or execution and delivery by, any Defaulting Lender in order for such amendment, modification or waiver to be binding upon such Defaulting Lender, except that the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender.
(c) No Noteholder If, in connection with any proposed amendment, modification, waiver or termination pursuant to Section 9.1(a) requiring the consent of all affected Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained within ten (10) Business Days after notice from the Agent (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, at Borrower’s request, Agent, or a Person reasonably acceptable to Agent, shall have the right (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall sell and assign to Agent or such Person, all of the Commitments and Obligations of such Non-Consenting Lender for an amount equal to the principal balance of all Loans and unreimbursed Letter of Credit Obligations held by the Non-Consenting Lender and all accrued interest and fees and other obligations owing with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Transfer Supplement.
(d) Neither any Lender nor the Agent shall be under any obligation to marshal any assets in favor of the Issuer Borrower or any other party or against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Issuer Borrower makes a payment or payments to the NoteholdersAgent or the Lenders, or the Agent or the Lenders enforces their security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been mademade or such enforcement or setoff had not occurred.
(e) Notwithstanding subsection (a) of this Section 9.1, the provisions of this Agreement and each other Loan Document may be amended pursuant to an Additional Term Loan Amendment or an Additional Working Capital Facility Commitment Amendment without the consent of the Required Lenders, but in accordance with Section 2.1.3 and Section 2.1.5, respectively.
(f) Except as otherwise expressly provided in Section 9.1(a), no Qualified Counterparty, in its capacity as a Qualified Counterparty, shall have any rights in connection with any amendment, modification or waiver of this Agreement or any of the other Loan Documents or the management, enforcement, or release of any Liens on the Collateral; provided, however, that the Qualified Counterparty to the Qualified Commodity Hedge Contract shall be entitled to participate in the management, enforcement and release of any Liens on the Collateral, in each case as if such Qualified Counterparty were a Lender holding a Commitment and outstanding principal amount of Loans equal to either (i) prior to the occurrence of a termination of the Qualified Commodity Hedge Contract, the net amount that would be payable by the Borrower to such Qualified Counterparty if the Qualified Commodity Hedge Contract were terminated as of the date its consent is requested or provided, but in no event shall the amount determined under this clause (i) be deemed to be less than $10,000,000, or (ii) after a termination of the Qualified Commodity Hedge Contract, the net termination amount then payable by the Borrower to such Qualified Counterparty thereunder (and for purposes of making any determination of Required Lenders the aggregate amount of Commitments and Loans outstanding shall be deemed to be the amount of Commitments and Loans then outstanding plus the amount of Commitments and Loans deemed to be held by such Qualified Counterparty under clauses (i) or (ii) above as applicable). In order to be entitled to the rights granted under this Section 9.1(f), the Qualified Counterparty to the Qualified Commodity Hedge Contract shall provide a certificate to the Agent as to the amount determined under clauses (i) or (ii) of the immediately preceding sentence, and the Agent may conclusively rely on such certificate in making any determination of Required Lenders or other requisite consent of Lenders under this Agreement or any Security Document.
(g) Notwithstanding subsection (a) of this Section 9.1, and notwithstanding any other provision of this Agreement and each other Loan Document, neither the Sponsor nor any Affiliate of the Sponsor, in its capacity as a Lender (in such capacity, a “Sponsor Lender”) shall have the right (i) to consent to any amendment, modification, waiver, consent or other action with respect to any of the terms of this Agreement or any other Loan Document (and no Sponsor Lender shall (nor shall any amount of the Loans held by any Sponsor Lender) be included for purposes of making a determination of (A) any Lender whose consent would otherwise be required under subsection (a) of this Section 9.1, (B) the Required Lenders, or (C) any other number or percentage of Lenders entitled to consent to any amendment, waiver, modification or action hereunder); (ii) to require the Agent or any other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Loan Document or exercise any remedy (including, without limitation, any right of set-off) in its capacity as a Lender; (iii) to otherwise vote on any matter related to this Agreement or any other Loan Document; (iv) to attend any meeting or participate in any conference call, in each case, with the Agent or any Lender (including with respect to the exercise of rights and remedies under any Loan Document); (v) to receive any document, notice, information or communication from the Agent or any Lender (including documents, information or communications such Lender would otherwise be entitled to receive under the terms of the Loan Documents in its capacity as Lender); (vi) to make or bring any claim, in its capacity as a Lender, against the Agent or any Lender with respect to the duties and obligations of the Agent or any Lender under the Loan Documents; (vii) to exercise any remedies or take other actions against any Loan Party (other than collectively with the other Lenders); or (viii) to enforce any right it has under this Agreement as a Lender; provided, however, notwithstanding the provisions of this subsection (f), no amendment, modification or waiver pursuant to this Section 9.1 shall (w) deprive any Sponsor Lender of its share of any payments which the Lenders are entitled to share on a pro rata basis under the Loan Documents, (x) increase the Commitments of any Sponsor, or extend the due date for, or reduce the principal of or the rate of interest (other than interest accruing at the Post-Default Rate) on, Loans owing to any Sponsor Lender, or fees or other amounts payable hereunder or under any other Loan Document to any Sponsor Lender, (y) without the consent of the Sponsor Lender, if such consent would otherwise be required under this Section 9.1, release the Borrower from its obligations under this Agreement; or (z) without the consent of the Sponsor Lender, if such consent would otherwise be required under this Section 9.1, release all or substantially all of the Collateral (other than in connection with the exercise of remedies).
(h) Each Sponsor Lender, solely in its capacity as a Lender, hereby agrees that, if any Loan Party shall be subject to any voluntary or involuntary proceeding commenced under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (“Bankruptcy Proceedings”), (i) such Sponsor Lender shall not challenge the limitations on its right to vote or participate in such Bankruptcy Proceeding set forth in the Loan Documents or take any step or action in such Bankruptcy Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Agent (or the taking of any action by a third party that is supported by the Agent) in relation to such Sponsor Lender’s claim with respect to its Loans and Letter of Credit Obligations (a “Claim”) (including, without limitation, objecting to any debtor-in-possession financing, use of cash collateral, grant of adequate protection, sale or disposition of assets, compromise, or plan of reorganization), (ii) such Sponsor Lender’s Claim shall be non-voting under Sections 1126 and 1129 of the Bankruptcy Code; (iii) with respect to any matter requiring the vote of the Lenders during the pendency of a Bankruptcy Proceeding (including, without limitation, voting on any plan of reorganization), the Loans and Letter of Credit Obligations held by such Sponsor Lender (and any Claim with respect thereto) shall be deemed to be voted by such Sponsor Lender in the same proportion as the allocation of voting with respect to such matter by Lenders who are not a Sponsor Lender, so long as each Sponsor Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Sponsor Lender agree and acknowledge that the provisions set forth in this Section 9.1(g) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Loan Party has filed for Protection under any Bankruptcy Proceeding application to such Loan Party.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this ------------------------ Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that -------- ------- no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, change the definition of ------------ "Required Holders," Lenders", increase the Revolving Commitment Amount or subject the Percentage of any Noteholder Lender, reduce any fees described in Article ------- III, change the schedule of repayments of Loans provided --- for in Section 3.1.2, release any Guarantor from its obligations ------------- pursuant to any additional obligationsGuaranty (except in connection with a Permitted Unwind Transaction, in which such cases no consent of any Lender is required), release all or substantially all of the collateral security, except as otherwise specifically provided in any Loan Document or extend the Revolving Commitment Termination Date or Maturity Date shall be made without the consent of each Lender and each holder of a Note;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan or any fee payable to a Lender (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes)consent of the holder of that Note evidencing such Loan or Lender entitled to such fee;
(ivd) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would release any Guarantor from any obligations of its obligations under its Guarantee the Agent qua the Agent shall be made without consent of the Agent; or this Agreement otherwise than in accordance with the terms hereof;---
(ve) consented to by each Noteholder, if such amendment, modification modify Section 2.7 or waiver would affect 8.4 shall be made without the ranking ----------- --- consent of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Letter of Credit Issuer. No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Credit Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:
which would: (ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders or by the Applicable Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender; (b) modify this Section 9.110.1, change the definition of "Required Holders,Lenders" or subject "Applicable Lenders", eliminate the Borrowing Base, increase any Noteholder to Commitment Amount or the Percentage of any additional obligations;
Lender (iii) consented to except as contemplated by each NoteholderSection 2.1.6), if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III, release any collateral security delivered pursuant to Section 7.1.9 or Section 7.1.12 hereof (except that the Agent may release collateral security to the extent such collateral security is disposed of pursuant to, and as permitted by, Section 7.2.7 of this Agreement (provided that nothing contained in this clause affects the obligation of the Borrower to comply with Section 2.7.6 or Section 3.1.2)), release, reduce or limit any Guaranty (except that the Agent may release any Guaranty delivered by a Subsidiary of the Borrower if such Subsidiary ceases to be a Material Domestic Subsidiary) or extend any Commitment Termination Date shall be made without the Stated Maturity Date, consent of each Lender and each holder of a Note; (c) extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes Lenders; or any Guarantee in a manner adverse to (d) affect adversely the Noteholders; or
(vi) consented to by each Noteholderinterests, if such amendment, modification rights or waiver would make any Notes payable in money other than that stated in obligations of the Notes.
(b) No failure or delay on Agent as the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder Agent shall be under any obligation to marshal any assets in favor made without consent of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeAgent.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification modify this Section 11.1 or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification Lender;
(b) modify any requirement hereunder that any particular action be taken by the Required Revolving Lenders or waiver would modify this Section 9.1, change the definition of "Required Holders,Revolving Lenders" or subject any Noteholder to any additional obligations;
(iii) shall be effective unless consented to by each Noteholder, if Revolving Lender;
(c) modify any requirement hereunder that any particular action be taken by the Required Term B Lenders or change the definition of "Required Term B Lenders" shall be effective unless consented to by each Term B Lender;
(d) increase the Revolving Commitment Amount of any Revolving Lender or the Revolving Percentage of any Revolving Lender shall be made without the consent of such amendment, modification Lender or waiver would extend the Revolving Loan Commitment Termination Date or change any provision expressly requiring the consent of all Revolving Lenders shall be made without the consent of each Revolving Lender;
(e) increase the Term B Loan Commitment Amount of any Term B Lender or the Term Percentage of any Term B Lender shall be made without the consent of such Lender or extend the Term B Loan Commitment Termination Date or change any provision expressly requiring the consent of all Term B Lenders shall be made without the consent of each Term B Lender;
(f) reduce any amounts payable to such Noteholders fees described in Article 1, extend III shall be made without the Stated Maturity Date, consent of each Lender affected thereby or extend the due date for, or reduce the amount of, any scheduled payment of principal, interest or prepayment of principal of or interest fees on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes)consent of the Lender holding the Note evidencing such Loan;
(ivg) consented release the Dedicated Assets subject to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this the Assignment Agreement otherwise than in accordance with shall be effective without the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes or any Guarantee in a manner adverse to Required Lenders unless the Noteholders; or
(vi) consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise proceeds thereof or the exercise of any other power or right. No notice to or demand on the Issuer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets applied as provided in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.Section 2.2.2
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification modify this Section 11.1 or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification Lender;
(b) modify any requirement hereunder that any particular action be taken by the Required Lenders or waiver would modify this Section 9.1, change the definition of "Required Holders,Lenders" or subject any Noteholder to any additional obligations;
(iii) shall be effective unless consented to by each Noteholder, if Lender;
(c) increase the Commitment Amount of any Lender or the Percentage of any Lender shall be made without the consent of such amendment, modification Lender or waiver would extend the Commitment Termination Date or change any provision expressly requiring the consent of all Lenders shall be made without the consent of each Lender;
(d) reduce any amounts payable to such Noteholders fees described in Article 1, extend III shall be made without the Stated Maturity Date, consent of each Lender affected thereby;
(e) authorize the release of any Lien created by a Loan Document shall be effective without the consent of Lenders having 100% of the aggregate of all Letter of Credit Outstandings and unfunded Commitments on such date;
(f) extend the due date for, or reduce the amount of, any payment or prepayment Reimbursement Obligation for a Letter of principal Credit which has been drawn shall be made without the consent of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes)Issuer thereof and each Lender;
(ivg) consented to by each Noteholderaffect adversely the interests, if rights or obligations of an Issuer qua an Issuer shall be made without the consent of such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersIssuer; or
(vih) consented to by each Noteholderaffect adversely the interests, if such amendmentrights or obligations of the Agent qua the Agent shall be made without consent of the Agent. In addition, modification or waiver would make any Notes payable in money other than that stated in Section 10.2 shall not be amended without the Notes.
(b) consent of the Agent. No failure or delay on the part of the Agent or any Noteholder Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or any Noteholder Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:
which would: (ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each NoteholderLender; (b) modify the first sentence of Section 4.8, if such amendment, modification Section 4.9 or waiver would modify this Section 9.110.1, change the definition of "“Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each NoteholderLenders”, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III or, except in the manner set forth in Section 2.10, extend the Stated Maturity Date, shall be made without the consent of each Lender; (c) except in the manner set forth in Section 2.10, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan or LC Disbursement (or reduce the principal amount of or rate of interest on any Loan or LC Disbursement) shall be made without the Notes);
consent of the Lender which made such Loan or is otherwise affected thereby; (ivd) consented to by release the Borrower from any guarantee given under Section 2.12.2 in respect of a Foreign Borrower without the consent of each NoteholderLender directly affected thereby or (e) affect adversely the interests, if rights or obligations of any Agent as an Agent shall be made without the consent of such Agent; provided, further, that no such amendment, modification or waiver which would release either increase any Guarantor from Commitment, the Commitment Amount or the Percentage of any Lender, or modify the rights, duties or obligations of its obligations under its Guarantee any Agent, Issuing Bank or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each NoteholderSwingline Lender, if shall be effective without the consent of such amendmentLender, modification such Agent, such Issuing Bank or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by each Noteholdersuch Swingline Lender, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) as applicable. No failure or delay on the part of the Administrative Agent, any Noteholder Lender, any Issuing Bank or Swingline Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, ; nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Noteholder Lender, any Issuing Bank or Swingline Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Noble Energy Inc)
Waivers, Amendments, Etc. (a) The provisions of ------------------------ this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or -------- ------- waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.1, 10.1 or change the definition of "Required Holders,Lenders" or subject any Noteholder shall be effective unless consented to any additional obligationsby ---------------- each Lender and the Borrower;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders fees described in Article 1III (other than the fee described in Section 3.3.1
(a) release all or substantially all collateral security or release Holdings from the Holdings Guaranty and Pledge Agreement or any Subsidiary from the Subsidiary Guaranty, except as otherwise specifically provided in any Loan Document, shall be made without the consent of each Lender and each holder of a Note;
(d) extend the Stated Maturity Date, Commitment Termination Date shall be made without the consent of each Lender;
(e) extend the due date for, or reduce the amount of, any payment mandatory reduction of any Commitment, any scheduled or mandatory repayment or prepayment of principal of or interest on the Notes (any Loan or any payment or cash collateralization with respect to any Letter of Credit, or reduce the principal amount of or rate of interest on any Loan, shall be made without the Notes)consent of the holder of the Note evidencing such Loan;
(ivf) increase any Commitment of any Lender without the consent of such Lender;
(g) affect the rights of the Issuer or reduce the fee described in Section 3.3.1
(a) unless consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse to the NoteholdersIssuer; or
(vih) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would make any Notes payable in money other than that stated in obligations of the Notes.
(b) Administrative Agent qua the Administrative --- Agent shall be made without consent of the Administrative Agent. No failure or delay on the part of the Administrative Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of this Agreement may the Loan Documents (including the acceptance in its sole discretion of supplements by the Borrowers to certain Items of the Disclosure Schedules regarding Real Property acquired after the Effective Date and from time to time be amendedupdated Schedules to the Security Agreement or Pledge Agreement), modified or waived, if such no amendment, modification modification, termination or waiver is of any provision of this Agreement or any other Loan Document, or any consent to any departure by the Borrowers or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and, (x) in the case of an amendment or modification, is consented to and signed by the Issuer Administrative Agent, the Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, provided however, that no such amendment, modification or waiver of the following shall be effective unless:that
(i) consented to by each Noteholder, if such no amendment, modification modification, termination or waiver would modify of this Agreement or any requirement hereunder that any particular action be taken by all the Noteholders or other Loan Document shall, unless in writing and signed by the Administrative Agent, all Lenders and Voting Participants:
(A) release all or substantially all of the Collateral;
(B) release any Loan Party from its guarantee obligations under any Loan Document except as specifically provided for in the Loan Documents;
(C) alter in any manner the pro rata sharing of payments required hereunder; or
(D) amend or waive this Section 11.1 or the definition of the “Required HoldersLenders” or of “Percentage” insofar as such definition affects the substance of this Section, or any other provision specifying the number or percentage of Lenders and Voting Participants required to take any action under any Loan Document;
(ii) consented to no amendment, modification, termination or waiver of this Agreement or any other Loan Document shall, unless in writing and signed by the Administrative Agent and each Noteholder, if Lender and each Voting Participant specified below for such amendment, modification modification, termination or waiver would modify this Section 9.1, change waiver:
(A) increase the definition amount of "Required Holders," any Commitment of any affected Lender or subject any Noteholder to any additional obligationsVoting Participant without the consent of such affected Lender or Voting Participant;
(iiiB) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Revolving Loan Commitment Termination Date, the Multi-Draw Term Loan Commitment Termination Date, or any Stated Maturity DateDate without the consent of such affected Lender or Voting Participant;
(C) reduce the principal of, or rate of interest on (other than any waiver of any increase in the interest rate pursuant to Section 3.2.2), or fees payable with respect to, any Loan of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(D) alter Section 8.7 without the consent of any affected Lender or Voting Participant;
(E) extend the due date for, or reduce the amount of, any prepayment under clause (b) of Section 3.1.2 of principal on any Loan of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(F) extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on (other than any waiver of any increase in the Notes)interest rate pursuant to Section 3.2.2) as to any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;
(ivG) consented except with respect to by each Noteholder, if such any amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee expressly permitted to be made by the Administrative Agent, Swingline Lender or this Agreement otherwise than in accordance with Issuing Lender pursuant to the terms hereof;of the Loan Documents, amend, modify or waive any condition precedent to any Borrowing under the Revolving Loan Commitments without the written consent of holders of more than 51% of the Revolving Loan Commitments; or
(vH) consented except with respect to by each Noteholder, if such any amendment, modification or waiver would affect expressly permitted to be made by the ranking Administrative Agent pursuant to the terms of the Notes Loan Documents, amend, modify or waive any condition precedent to any Borrowing under the Multi-Draw Term Loan Commitments without the written consent of holders of more than 51% of the Multi-Draw Term Loan Commitments;
(iii) no amendment, modification, termination or waiver affecting the rights or duties of the Administrative Agent, the Swingline Lender or any Guarantee Issuing Lender under this Agreement or any other Loan Document shall be effective unless in a manner adverse writing and signed by the Administrative Agent, the Swingline Lender or such Swingline Lender, as applicable, in addition to the Noteholders; or
(vi) consented Lenders required hereinabove to by each Noteholder, if take such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notesaction.
(b) No failure or delay on the part of any Noteholder Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrowers in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunderThe remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by Law.
(c) No Noteholder Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that any Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed to be held by any such Defaulting Lender shall be under any obligation to marshal any assets in favor excluded from a vote of the Issuer or any other party or against or in payment of any or all Lenders hereunder requiring the consent of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLenders).
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement ------------------------ and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and Lenders (y) in or the case of a waiver of any obligation Administrative Agent on behalf of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders); provided, however, that no such amendment, -------- ------- modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section 9.110.1, change the definition of "Required Holders," ------------ Lenders", increase the Revolving Loan Commitment Amount or subject the Percentage of any Noteholder Lender, reduce any fees described in Article III, release any ----------- guarantor (if any) party to a Loan Document or all or substantially all collateral security, except as otherwise specifically provided in any additional obligationsLoan Document, or extend the Revolving Loan Commitment Termination Date shall be made without the consent of each Lender directly affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or interest on the Notes any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes or any Guarantee in a manner adverse to holder of the NoteholdersNote evidencing such Loan; or
(vid) affect adversely the interests, rights or obligations of (i) the Administrative Agent qua the Administrative Agent, unless consented to by each Noteholder--- the Administrative Agent or (ii) the Documentation Agent qua the --- Documentation Agent, if such amendment, modification or waiver would make any Notes payable in money other than that stated in unless consented to by the Notes.
(b) Documentation Agent. No failure or delay on the part of the Administrative Agent, the Documentation Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, the Documentation Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.granted
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and Agent (y) in acting only at the case of a waiver of any obligation direction or with the authority of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders); provided, however, that no such amendment, modification or waiver of the following shall be effective unless:
which would: (ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender; (b) modify this Section 9.1Section, increase any Commitment Amount or the Percentage of any Lender, reduce any fees described in Article III, change the time for payment of fees to the Lenders described in Article III, release all or substantially all of the Collateral except as otherwise specifically provided in any Loan Document, release or limit any Obligor from its guarantee obligations under any Loan Document except as otherwise specifically provided therein, or alter in any manner the pro rata sharing of payments required hereunder, shall be made without the consent of any Lender affected thereby; (c) change the definition of "Required Holders,Lenders" or subject any Noteholder other provision of this Agreement or other Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any additional obligations;
rights thereunder or make any determination or grant any consent thereunder, shall be made without the consent of any Lender (iiior each Lender of such Class, as the case may be); (d) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment under clause (a) of Section 3.1.2 of principal of of, or interest on the Notes on, any Term Loan (or reduce the principal amount of or rate of interest on any Term Loan) or extend any Commitment Termination Date without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes or holder of that Note evidencing such Loan; (e) change any Guarantee provision of any Loan Document in a manner adverse that by its terms adversely affects the rights or obligations of Lenders of any Class differently than Lenders of any other Class, shall be made without the consent of Non-Defaulting Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each Class affected thereby; (f) affect adversely the interests, rights or obligations of the Agent in its capacity as Agent, without the consent of the Agent. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Agent if (A) by the terms of such agreement the Commitment of each Lender not consenting to the Noteholders; or
amendment provided for therein shall terminate upon the effectiveness of such amendment and (viB) consented at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to by each Noteholder, if such amendment, modification it or waiver would make any Notes payable in money other than that stated in the Notes.
(b) accrued for its account under this Agreement No failure or delay on the part of the Agent or any Noteholder Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets . The remedies provided in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholdersthis Agreement are cumulative, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy not exclusive of remedies provided by law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is consented to by the Issuer Borrowers and the Required Holders and Lenders or (y) in the case of a waiver of any obligation of the Issuer any Loan Party or of compliance by any Loan Party with any prohibition contained in this AgreementAgreement or any other Loan Document, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of waiver, or any other agreement with respect to the following shall be effective unlesstransactions contemplated hereby:
(i) consented to by each Noteholder, if such amendment, modification or waiver which would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required HoldersLenders shall be effective unless consented to in writing by each Lender;
(ii) consented to by each Noteholder, if such amendment, modification or waiver which would modify this Section 9.1, change the definition of "“Required HoldersLenders," ” “Borrowing Base,” “Eligible Account,” “Eligible Inventory” or “Inventory Sublimit”; increase the Working Capital Facility Commitment Amount; change any Working Capital Facility Percentage for any Lender; reduce any fees payable to the Lenders described in Article 2 or Article 3; extend the Working Capital Facility Maturity Date; or subject any Noteholder Lender to any additional obligationsobligations shall be made without the written consent of each Lender;
(iii) consented to by each Noteholder, if such amendment, modification or waiver which would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes any Loan or any fee or other Obligation (or reduce the principal amount of or rate of interest on any Loan) shall be made without the Notes)written consent of each Lender affected thereby;
(iv) consented to by each Noteholder, if such amendment, modification or waiver which would release any Guarantor from subordinate any of its obligations under its Guarantee the Obligations or this Agreement otherwise than any Lien in accordance with favor of the terms hereofAgent to any other Indebtedness or any Lien securing any such Indebtedness shall be made without the written consent of each Lender;
(v) consented to by each Noteholder, if such amendment, modification which would release any Borrower or waiver would affect the ranking any Guarantor from liability for all or any part of the Notes Obligations, or which would release the Agent’s security interest in any Guarantee Collateral with a value in a manner adverse to excess of $250,000 in the Noteholdersaggregate for any calendar year, shall be made without the written consent of all Lenders; or
(vi) consented to by each Noteholderwhich would affect adversely the interests, if such amendmentrights, modification compensation or waiver would make any Notes payable in money other than that stated in obligations of the NotesAgent shall be made without the written consent of the Agent.
(b) No failure or delay on the part of the Agent, any Noteholder Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower in any case shall entitle it any Borrower to any notice or demand in similar or other circumstances. No waiver or approval by the Agent, any Noteholder Lender or the holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder Neither any Lender or the Agent shall be under any obligation to marshal any assets in favor of the Issuer any Borrower or any other party Loan Party or against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Issuer any Borrower makes a payment or payments to the NoteholdersAgent or the Lenders, or the Agent or the Lenders enforce their security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been mademade or such enforcement or setoff had not occurred.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement each Loan Document (other than Cash Management Agreements, Rate Protection Agreements and the Administrative Agent Fee Letter, which shall be modified only in accordance with their respective terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders Lenders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to acknowledged by the Required HoldersAdministrative Agent; providedprovided that, however, that no such amendment, modification or waiver of the following shall be effective unlessshall:
(ia) consented modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments or extend the final Stated Maturity Date for any Lender’s Loan, in each Noteholdercase without the consent of such Lender;
(c) reduce (by way of forgiveness), if the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees or any scheduled payment (but not prepayments) of principal are payable in respect of such amendmentLender’s Loans, modification in each case without the consent of such Lender; provided that, the vote of Required Lenders shall be sufficient to waive the payment, or waiver would reduce the increased portion, of interest accruing under Section 3.2.2; and provided, further that the Stated Maturity Date in respect of all of the Loans and Commitments of any Lender in respect of the Loans may be extended with the consent of such Lender, and such consent shall be sufficient without the consent of the Required Lenders or any other Person;
(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the Noteholders or by the Required Holdersconsent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, release (i) the Parent or the Borrower from its Obligations under the Loan Documents or all or substantially all of the value of the Guaranty or (ii) consented to by each Noteholder, if such amendment, modification all or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking substantially all of the Notes or any Guarantee collateral under the Loan Documents, in a manner adverse to each case without the Noteholdersconsent of all Lenders; or
(vif) affect adversely the interests, rights or obligations of the Administrative Agent unless consented to by each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the Notes.
(b) Administrative Agent. No failure or delay on the part of any Noteholder Secured Party in exercising any power or right under this Agreement any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (cand any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (z) No Noteholder the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately and adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. The rights of Sponsor Permitted Assignees are set forth in and subject to Section 12.10.2(f). Any term or provision of this Section 12.1 to the contrary notwithstanding, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be under permitted to amend such provision and such amendment shall become effective without any obligation to marshal any assets in favor further action or consent of the Issuer or any other party or against or in payment of to any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLoan Document.
Appears in 1 contract
Waivers, Amendments, Etc. Subject to Section 2.11.3 and Section 4.2(b), no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Parent, the Borrower and the Required Lenders, and each such amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which given; provided that:
(a) The provisions without the consent of each Lender, no such amendment, modification, termination or waiver shall: (i) except to the extent permitted by Section 2.11, change any provision of this Agreement may regarding the pro rata sharing of payments required hereunder or the term “Pro Rata”; (ii) amend or waive this Section, the definition of “Required Lenders”, or any other provision specifying the number or percentage of Lenders required to take any action under any Loan Document; (iii) release all or substantially all of the Collateral or subordinate the Administrative Agent’s Lien on all or substantially all of the Collateral, other than in accordance with the terms of any Loan Document; (iv) release all or substantially all of the Guarantors (or the value of the guarantees) from time their guaranty obligations under any Loan Document, other than in accordance with the terms of any Loan Document; (v) contractually subordinate the Obligations in right of payment to time be amendedany other Indebtedness (other than Indebtedness incurred pursuant to Section 8.2(f)); or (vi) amend Section 9.6;
(b) without the consent of each Lender adversely affected thereby, modified or waived, if no such amendment, modification modification, termination or waiver is in writing andof this Agreement or any other Loan Document shall: (i) except to the extent permitted by the definition of “Additional Lender Joinder” and Section 2.11, extend or increase the Commitment Amount or change the Percentage of any Lender; (ii) extend the due date for, or reduce the principal of, rate of interest on, or fees payable under the Loan Documents; provided that, only the consent of the Required Lenders shall be necessary (x) in to amend the case definition of an amendment “Default Rate” or modification, is consented to by the Issuer and the Required Holders and (y) in the case of a waiver of waive any obligation of the Issuer applicable Borrower to pay interest or compliance with Letter of Credit fees at the Default Rate or (y) to amend any prohibition contained in this Agreement, is consented financial covenant hereunder (or any defined term used therein) or other defined term even if the effect of such amendment would be to by reduce the Required Holdersrate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder; provided, however, that no such amendment, modification or waiver of the following shall be effective unless:
(i) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders or by the Required Holders;
(ii) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 9.1, change the definition of "Required Holders," or subject any Noteholder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled prepayment under Section 3.1.2(a) or prepayment Section 3.1.2(b) of principal of on any Loan or interest on the Notes (or reduce the principal amount of or rate of interest on the Notes)Reimbursement Obligation;
(ivc) consented no amendment, modification, termination or waiver affecting the rights or duties of the Administrative Agent, the Swing Line Lender or any L/C Issuer under this Agreement or any other Loan Document shall be effective unless in writing and signed by the Administrative Agent, the Swing Line Lender or such L/C Issuer, as the case may be; and
(d) Notwithstanding anything to the contrary contained in this Section 11.1 or any other Loan Document, (a) if the Administrative Agent and any Loan Party have jointly identified an obvious error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the applicable Loan Party shall be permitted to amend such provisions or cure any ambiguity, defect or inconsistency and such amendment shall become effective without any further action or consent of any other party to any Loan Document, (b) guarantees, Collateral Documents and related documents executed by each Noteholderany Loan Party or any of their Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived by the Administrative Agent without the consent of any Lender if such amendment, modification supplement or waiver would release any Guarantor from any is delivered in order to (x) comply with local law or advice of its obligations under its Guarantee local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guaranty, Collateral Document or other related documents to be consistent with this Agreement otherwise than in accordance with and the terms hereof;
other Loan Documents and (vc) consented to by each Noteholderthe Loan Parties and the Administrative Agent may, if without the input or consent of any other Lender, effect such amendment, modification or waiver would affect the ranking of the Notes or any Guarantee in a manner adverse amendments to the Noteholders; or
(vi) consented Loan Documents as may be necessary or appropriate to by each Noteholdereffect the provisions of Section 2.11. No failure, if such amendment, modification delay or waiver would make any Notes payable in money other than that stated in the Notes.
(b) No failure or delay course of dealing on the part of any Noteholder Lender Party in exercising any power power, right or right privilege under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power power, right or right privilege preclude any other or further exercise thereof or the exercise of any other power power, right or rightprivilege. No notice to or demand on the Issuer Parent, the Borrower or any other Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder shall, except as may be otherwise stated The remedies provided in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder this Agreement are cumulative and shall be under in addition to and independent of all rights, powers and remedies existing by virtue of any obligation to marshal state or rule of Law or in any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been madeLoan Documents.
Appears in 1 contract
Sources: Credit Agreement (Wayfair Inc.)
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrowers and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(i) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each NoteholderLender;
(A) at all times prior to the occurrence of the 100% Effective Date, if such amendment, modification or waiver would modify this Section 9.111.1, change the definition of "Required Holders," Lenders", increase the Commitment Amount or subject (except as otherwise contemplated by this Agreement) the Percentage of any Noteholder to Lender, reduce any additional obligationsfees described in Article III, release any guarantor under the Subsidiary Guaranty, the Group Guaranty or this Agreement, or extend any Commitment Termination Date shall be made without the consent of each Lender and (B) at all times from and after the occurrence of the 100% Effective Date, modify this Section 11.1, change the definition of "Required Lenders", reduce any fees described in Article III, release any guarantor under the Subsidiary Guaranty (other than any guarantor which is not a Material Subsidiary), the Group Guaranty or this Agreement, or extend any Commitment Termination Date shall be made without the consent of each Lender;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend at all times from and after the Stated Maturity occurrence of the 100% Effective Date, increase the Commitment Amount or (except as otherwise contemplated by this Agreement) the Percentage of any Lender without the consent of each Lender effected thereby;
(iv) extend the due date for, or reduce the amount of, (A) any payment scheduled repayment or prepayment of principal of or interest on the Notes or fees payable in respect of any Loan (or reduce the principal amount of or rate of interest on or fees payable in respect of any Loan) shall be made without the Notes);
consent of the holder of that Note evidencing such Loan, or (ivB) consented any Reimbursement Obligation shall be made without the consent of the Lender to by each Noteholder, if whom such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereofReimbursement Obligation is owed;
(v) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would affect the ranking obligations of the Notes Fronting Bank in its capacity as the Fronting Bank shall be made without the consent of the Fronting Bank;
(vi) affect adversely the interests, rights or any Guarantee obligations of the Documentation Agent in a manner adverse to its capacity as the NoteholdersDocumentation Agent shall be made without the consent of the Documentation Agent; or
(vivii) consented to by each Noteholderaffect adversely the interests, if such amendment, modification rights or waiver would make any Notes payable obligations of the Administrative Agent in money other than that stated in its capacity as the NotesAdministrative Agent shall be made without consent of the Administrative Agent.
(b) For purposes of clause (a) above, if any Lender which is also a lender under the U.S. Credit Agreement consents to any amendment, waiver, consent or other modification of any provision of the U.S. Credit Agreement, such Lender shall automatically, and without requiring any notice, approval, consent or other action, be deemed to have consented to any comparable amendment, waiver, consent or other modification of the corresponding provisions of this Agreement (with such changes in interpretation as the context may require) unless such Lender shall otherwise notify the Administrative Agent and the U.S. Borrower within five days of the effectiveness of the U.S. Credit Agreement amendment, waiver, consent or other modification. No failure or delay on the part of any Noteholder Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is consented to by the Issuer Borrowers and the Required Holders and Lenders or (y) in the case of a waiver of any obligation of the Issuer any Credit Party or of compliance by any Credit Party with any prohibition contained in this AgreementAgreement or any other Loan Document, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswaiver:
(i) which would change the aggregate unpaid principal amount of any Loan, or the number of holders thereof, which shall be required for such holders or any of them to take any action hereunder shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders or by the Required HoldersLender;
(ii) consented to by each Noteholder, if such amendment, modification or waiver which would modify this Section 9.110.1, change the definition of "Required HoldersLenders," increase any Commitment, change Term Loan Percentage for any Lender, release or discharge any Credit Party from its obligation to make payments in respect of Obligations, reduce any fees payable to the Lenders hereunder, extend the Maturity Date of the Loans or subject any Noteholder Lender to any additional obligationsobligations shall be made without the consent of each Lender;
(iii) consented which would subject any Lender to by any additional obligations shall be made without the consent of each Noteholder, if such amendment, modification or waiver Lender;
(iv) which would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or increase or reduce the amount of, any payment or prepayment of principal of or interest on the Notes any Loan (or increase or reduce the principal amount of or rate of interest on any Loan), shall be made without the Notes);
(iv) consented to by consent of each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;Lender affected thereby; or
(v) consented to by each Noteholder, if such amendment, modification or waiver which would affect adversely the ranking interests, rights, compensation or obligations of an Agent shall be made without the Notes or any Guarantee in a manner adverse to the Noteholders; or
(vi) consented to by consent of each Noteholder, if such amendment, modification or waiver would make any Notes payable in money other than that stated in the NotesAgent affected thereby.
(b) No failure or delay on the part of any Noteholder Agent, any Lender or any holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer any Credit Party in any case shall entitle it or any other Credit Party to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, any Lender or any holder of any Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder Neither any Lender nor any Agent shall be under any obligation to marshal any assets in favor of the Issuer any Borrower or any other party Credit Party or other Person against or in payment of any or all of the Obligations. Recourse for security shall not be required at any time. To the extent that the Issuer makes Borrowers make a payment or payments to an Agent or the NoteholdersLenders, or the Collateral Agent or the Lenders enforces the security interests or exercise rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been mademade or such enforcement or setoff had not occurred.
Appears in 1 contract
Waivers, Amendments, Etc. (a) The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and, (x) in the case of an amendment or modification, is and consented to by the Issuer Borrower and the Required Holders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement, is consented to by the Required HoldersLenders; provided, however, that no such amendment, modification or waiver of the following shall be effective unlesswhich would:
(ia) consented to by each Noteholder, if such amendment, modification or waiver would modify any requirement hereunder that any particular action be taken by all the Noteholders Lenders or by the Required Holders;
(ii) Lenders shall be effective unless consented to by each Noteholder, if such amendment, modification or waiver would Lender;
(b) modify this Section, or clause (a) of Section 9.110.10, change the definition of "Required Holders," Lenders", increase the Term Loan Commitment Amount or subject the Percentage of any Noteholder to Lender, reduce any additional obligationsfees described in Section 3.3, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (except in each case as otherwise specifically provided in this Agreement or such Subsidiary Guaranty) or extend the Term Loan Commitment Termination Date shall be made without the consent of each Lender adversely affected thereby;
(iiic) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Noteholders described in Article 1, extend the Stated Maturity Date, extend the due date for, or reduce the amount of, any payment scheduled repayment or prepayment of principal of or premium (if any) or interest on the Notes (or fees payable in respect of any Term Loan or reduce the principal amount of or rate of interest on any Term Loan shall be made without the Notes);
(iv) consented to by each Noteholder, if such amendment, modification or waiver would release any Guarantor from any of its obligations under its Guarantee or this Agreement otherwise than in accordance with the terms hereof;
(v) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking consent of the Notes or any Guarantee in a manner adverse to holder of the NoteholdersTerm Note evidencing such Term Loan; or
(vid) affect adversely the interests, rights or obligations of any Agent or Arranger (in its capacity as Agent or Arranger), unless consented to by each Noteholdersuch Agent or Arranger, if such amendment, modification or waiver would make any Notes payable in money other than that stated in as the Notes.
(b) case may be. No failure or delay on the part of any Noteholder Agent, any Lender or the holder of any Term Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Issuer Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Noteholder Agent, any Lender or the holder of any Term Note under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) No Noteholder shall be under any obligation to marshal any assets in favor of the Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Issuer makes a payment or payments to the Noteholders, and such payment or payments or any part thereof are subsequently for any reason invalidated, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made.
Appears in 1 contract
Sources: Term Loan Agreement (WHX Corp)