Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall: (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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;
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Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver shall:
(a) 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 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 a Lender pursuant to its Commitments, Commitments or reduce any fees described in ARTICLE V payable to any Lender without the consent of such Lender;
(c) 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 's Loan, in each case or reduce the principal amount of or rate of interest on any Lender's Loan, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 SECTION 10.2 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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;SECTION
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Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Hedging Agreements, Letters of Credit, Issuer Documents 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 LoanLoan past the Final Maturity Date, 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)Lender;
(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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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 any amendment or modification of defined terms used in the financial ratios in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause unless it results in an actual reduction in such interest or fees);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(g) 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 the Administrative Agent or such ClassIssuer, as the case may be; or
(iiih) modify the Required First Lien Facility Lenders definition of Eligible Assignee without the consent of all First Lien Facility Lenders holding at least 66 2/3% of the Total Exposure Amount. No failure or (iv) delay on the Required Second Lien Facility Lenders without part of any Secured Party in exercising any power or right under 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 consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
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Sources: Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Parent, the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Credit Extensions 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 DepositLoans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its financial Obligations under the Loan Documents or any Guarantor from its financial Obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Rate Protection Agreements 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) : modify this Section or change or waive any provision of Section 3.8 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 Loans required to be made by a Lender pursuant to its Commitments, Commitments or 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 9.2 and Section 8.3 9.3 of amounts owing with respect to the Loans and other Obligations Liabilities 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 DepositLoans, in each case without the consent of such Lender;
(d) (x) ; reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders; increase the Stated Amount of any Letter of Credit or extend the Stated Expiry Date of any Letter of Credit unless consented to by the Issuer of such Letter of Credit; except as otherwise expressly provided in a Loan Document, release (i) the Borrower from its Liabilities under the Loan Documents or any Guarantor from its obligations under the Significant Subsidiary Guaranty or (ii) any Class all or substantially all of Lenders the Collateral, in each case without the consent of all Lenders Lenders; or affect adversely the interests, rights or obligations of any Agent (in its capacity as Agent) or the Issuer (in its capacity as Issuer), unless consented to by the such ClassAgent or the Issuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Letters of Credit and the Agents' 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 consented to by the Borrower and the Required Lenders; provided, however, provided that no such amendment, modification or waiver shall:
(a) modify this Section 11.1 without the consent of all LendersLenders (except such amendments as may be required for the purpose (but solely for the purpose) of effecting an increase of a Commitment Amount or the inclusion of a new commitment pursuant to clause (g) below);
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitmentsa Commitment (it being understood that waivers or modifications (x) of conditions precedent, covenants, Defaults or Events of Default or (y) of a mandatory reduction in the Commitment Amount relating to such Commitment shall not constitute an increase of the aggregate amount of Credit Extensions that may be required to be made by such Lender pursuant to such Commitment), extend the any final Revolving Loan Commitment Termination Date or reduce any fees described in Article III payable to any Lender (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.4 shall not constitute a reduction in the fees payable under Article III), in each case without the consent of Revolving Loans made such Lender;
(or participated inc) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Maturity Date for any Lender’s 's Loan, or, except for the waiver of any applicable post default increase in interest rates or fees, reduce the principal amount of, rate of interest or fees on any Loan or Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.4 shall not constitute a reduction in the rate of interest or fees for the purposes of this clause (c) so long as the principal purpose of such amendment or modification was not to reduce the rate of interest or fees)), or extend the date on which interest or fees are payable in respect of such Loan or Reimbursement Obligation, in each case case, without the consent of the Lender which has made such Lender Loan or, in the case of a Reimbursement Obligation, the respective Issuer owed, and those Lenders participating in, such Reimbursement Obligation (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 Loans and other Obligations shall only require the vote of the Required Lenders);
(cd) reduce the principal amount percentage set forth in the definition of or rate of interest on any Lender’s Loan"Required Lenders" (it being understood that, 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 with the consent of such Lender;
(d) (x) reduce the percentages set forth in (i) the definition of “Required Lenders” without , additional extensions of credit pursuant to this Agreement may be included in the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders determination of the Class whose percentage is being reduced, (iiiRequired Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, (i) permit the assignment by the Borrower of its Obligations under the Loan Documents, (ii) release Holdings from its Obligations under the Holdings Guaranty, Mergerco from its Obligations under the Mergerco Guaranty or any Class Subsidiary Guarantor from its Obligations under the Subsidiary Guaranty (other than in connection with a Disposition of Lenders all or substantially all of the Capital Stock of such Subsidiary Guarantor in a transaction permitted by Section 7.2.11) or (iii) release all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders; provided that the Required Lenders may at any time consent to the release of any Subsidiary Guarantor that (A) accounted for no more than 15% of consolidated revenues of Holdings and its Subsidiaries for the four consecutive Fiscal Quarters of Holdings ending on December 31, 2001 or if more recent financial information is (or is required to be) available, the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 7.1.1, financial statements have been, or are required to have been, delivered by Holdings to the Administrative Agent and (B) has assets which represent no more than 15% of the consolidated assets of Holdings and its Subsidiaries as of December 31, 2001, or if more recent financial information is (or is required to be) available, the last day of the last Fiscal Quarter of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 7.1.1, financial statements have been, or are required to have been, delivered by Holdings to the Administrative Agent;
(f) amend, modify or waive clause (b) of Section 3.1.1 in a manner adverse to the holders of Revolving Loan Commitments unless such Classamendment, modification or waiver shall have been consented to by the holders of at least a majority of the Revolving Loan Commitments;
(g) amend, modify or waive the provisions of clause (a)(i), (iiic), (d), (e), (f), (g) or (h) of Section 3.1.1 or clause (b) of Section 3.1.2, unless such amendment, modification or waiver shall have been consented to by the holders of at least a majority of the aggregate amount of Loans outstanding under the Tranche or Tranches adversely affected by such modification (it being agreed that, (x) in the event consented to by the Required Lenders, any increase in a Commitment Amount or the inclusion of another commitment to extend credit under this Agreement shall not be deemed for purposes of this clause (g) to constitute a modification that would adversely affect a Tranche and (y) the Required First Lien Facility Lenders without may waive, in whole or in part, any such prepayment, repayment or commitment reduction, as the consent case may be, required pursuant to any clause of all First Lien Facility Lenders Section 3.1.1 or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;3.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of this Agreement ------------------------ and of each Loan Document other Instrument may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required LendersMajority Banks; provided, however, that no such -------- ------- amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Banks or by the Majority Banks shall be effective unless consented to by each Bank;
(ib) all Lenders modify this Section, modify Article 6, release any Guarantor, --------- change the definition of "Majority Banks", increase the Commitment or the -------------- Percentage of any Bank, modify any fees described in Section 2.14 or extend ------------ the Maturity Date shall be made without the consent of all Lenderseach Bank;
(c) extend the due date for, or modify the amount of, any scheduled repayment or prepayment of principal of or interest on any Advance (iior modify the principal amount of or interest on any Advance) any Class of Lenders shall be made without the consent of all Lenders the holder of the Note or Gold Receipt evidencing such Class, Advance;
(iiid) increase the Required First Lien Facility Lenders Stated Amount of the Letter of Credit shall be made without the consent of all First Lien Facility Lenders the Issuer; or
(e) affect adversely the interests, rights or obligations of (ivi) the Required Second Lien Facility Lenders Agent (in its capacity as the Agent), or the Issuer (in its capacity as the Issuer), shall be made without the consent of all Second Lien Facility Lenders;the Agent or the Issuer, as the case may be. No failure or delay on the part of the Agent, any Bank or the holder of any Note or Gold Receipt in exercising any power or right under this Agreement or any other Instrument 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 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 Bank or the holder of any Note or Gold Receipt under this Agreement or any other Instrument 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Royalty Sub and the Required Lenders; provided, however, provided that no such amendment, modification or waiver shall:
(a) 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 Credit Extensions Loans 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 '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)Lender;
(c) reduce (by way of forgiveness) the principal amount of or reduce the rate of interest on any Lender’s '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's Loans, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, (ii) any Class 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 Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(f) change Section 3 of such Class, (iii) the Required First Lien Facility Lenders Intercreditor Agreement without the consent of all First Lien Facility Lenders Lenders; or
(g) affect adversely the interests, rights or obligations of the Administrative Agent (iv) in its capacity as the Required Second Lien Facility Lenders without Administrative Agent), unless consented to by the consent Administrative Agent. No failure or delay on the part of all Second Lien Facility Lenders;any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower Company and the Required Lenders; provided, however, provided that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7 or Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 (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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders 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 such Class, (iiiSection 5.2.1) unless consented to by the Required First Lien Facility Lenders without Revolving Lenders; or
(h) affect adversely the consent interests, rights or obligations of all First Lien Facility Lenders any Agent (in its capacity as such Agent), any Issuer (in its capacity as Issuer), or the Swing Line Lender (ivin its capacity as Swing Line Lender) unless consented to by such Person, as the Required Second Lien Facility Lenders without case may be. No failure or delay on the consent part of all Second Lien Facility Lenders;any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section without any requirement hereunder that any particular action be taken by all the consent of all LendersLenders or by the Required Lenders unless consented to by each Lender;
(b) modify this Section 10.1, change the definition of "Required Lenders", increase any Revolving Loan Commitment Amount or the Percentage of any 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 disposition of assets having a value in excess of the amount of any Credit Extensions required to be made by a Lender asset dispositions permitted pursuant to its Commitments, Section 7.2.10 in any one transaction or series of related transactions or extend the final Revolving Loan Commitment Termination Date of Revolving Loans made unless consented to by each Lender;
(or participated inc) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Maturity Date for on any Lender’s Loan (or reduce the principal amount of or rate of interest on any Loan, in each case without ) or modify the consent payment date or amount of such Lender 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);
(c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable unless consented 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 by each case without the consent of such Lender;
(d) (x) reduce affect adversely the percentages set forth interests, rights or obligations of the Agent as the Agent unless consented to by the Agent; provided, however, that nothing in (i) this subparagraph shall be deemed to alter the definition voting requirements of “the Required Lenders” without the consent of all Lenders, ; or
(ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (ye) modify any requirement 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 the Issuer. No failure or delay on the part of the Agent 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 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 Lender shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder that shall require any particular action similar or dissimilar waiver or approval thereafter to be taken by (i) all Lenders without the consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;granted hereunder.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Dura Automotive Systems Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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, or as otherwise permitted under Section 9.12 hereof) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no other such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III 3 payable to any Lender or extend the date on which principal, interest or fees are payable in respect of such Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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) either Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent, such ClassIssuer or the Swing Line Lender, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) extend any Commitment Termination Date or modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions Lender's then existing Commitment Amounts, increase the aggregate amount of any Loans required to be made by a Lender pursuant to its Commitments, Commitments or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(c) 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 's Loan, in each case or reduce the principal amount of or rate of interest on any Lender's Loan, without the consent of such Lender (it being agreedLender; provided, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section or 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) change the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) increase the Stated Amount of any Letter of Credit unless consented to by each Issuer;
(f) release the Sponsors under the Keep-Well Agreement, (ii) any Class the Completion Guarantors under the Completion Guaranty, or discharge the Lien of Lenders without the consent Deed of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;Trust
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans made (or participated in) or Revolving Letters of Credit participated in held 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 (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 3 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 DepositLoans, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages set forth in (i) make any change to the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) [reserved]; or
(f) affect adversely the interests, rights or obligations of the Administrative Agent (iiin its capacity as the Administrative Agent) unless consented to by the Administrative Agent. No failure or delay on the part of any Class Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of Lenders without any such power or right preclude any other or further exercise thereof or the consent exercise of all Lenders of any other power or right. No notice to or demand on 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 Secured Party under any Loan Document shall, except as may be otherwise stated in such Classwaiver or approval, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders be applicable to subsequent transactions. No waiver or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
which would: (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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders or by the Required Lenders or by the Applicable Lenders shall be effective unless consented to by each Lender; (ib) all Lenders modify this Section 10.1, change the definition of "Required Lenders" or "Applicable Lenders", eliminate the Borrowing Base, increase any Commitment Amount or the Percentage of any Lender (except as contemplated by Section 2.1.6), reduce any fees described in Article III, 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 consent of all Lenderseach Lender and each holder of a Note; (c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (iior reduce the principal amount of or rate of interest on any Loan) any Class of Lenders shall be made without the consent of all Lenders the Lenders; or (d) affect adversely the interests, rights or obligations of such Class, (iii) the Required First Lien Facility Lenders Agent as the Agent shall be made without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;Agent.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Agent (acting only at the direction or with the authority of the Required Lenders); provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender;
(ib) modify this Section 10.1, increase the Revolving Loan 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 Lenders or any substantial part of the Collateral except as otherwise specifically provided in any Loan Document, release or limit any Obligor from its guarantee obligations under 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 all any Lender affected thereby;
(c) change the definition of "Required Lenders, (ii) " or any Class other provision of this Agreement or other Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, shall be made without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lendersany Lender;
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of this Agreement ------------------------ (including the Schedules hereto (other than Schedule II hereto, which may be --------- ----------- modified in accordance with Section 10.2 or Section 10.11.1)) 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, -------- ------- modification or waiver shall:
(a) modify this Section 10.1 without the consent of all Lenders;; ------------
(b) increase the aggregate amount of any Credit Extensions 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, extend the final Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions made (or participated in) or Revolving Letters of Credit 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 due date for any scheduled repayment of principal of any Lender’s '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 case case, without the consent of such Lender (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 Loans and other Obligations shall only require the vote of the Required LendersLenders (as defined in clause (b) of the ---------- definition thereof);
(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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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 this Agreement or another Loan Document, release (i) any Guarantor from its obligations under a Guaranty or (ii) all or any Class substantial part of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders the Administrative Agent, any Issuer or (iv) 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 Required Second Lien Facility Lenders without exercise of any other power or right. No notice to or demand on the consent of all Second Lien Facility Lenders;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 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Hedging Agreements, Letters of Credit, the Subsidiary Guaranty, Issuer Documents or Arrangement Letters, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 LoanLoan past the Final Maturity Date, 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)Lender;
(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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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 any amendment or modification of defined terms used in the financial ratios in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause unless it results in an actual reduction in such interest or fees);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its Obligations under the Loan Documents or any one or more Subsidiary Guarantors from their respective obligations under all or substantially all of the value of the Subsidiary Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent, such ClassIssuer or the Swing Line Lender, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification No amendment or waiver is of any provision of this Agreement or any other Loan Document, and no consent to any departure by Holdings, the Borrower or any other Subsidiary therefrom, shall be effective unless in writing signed by the Required Lenders and consented to by the Borrower and acknowledged by the Required LendersAdministrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverfurther, that that
(a) no such amendment, modification waiver or waiver consent shall:
(ai) modify this extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of all Lenderssuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Article V or a waiver of any Default or Event of Default or a mandatory reduction in Commitments pursuant to the terms of this Agreement is not considered an extension or increase in Commitments of any Lender);
(bii) increase postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, Repayment Premiums, fees or other amounts due to the aggregate amount Lenders (or any of them) without the written consent of each Lender entitled to receive such payment (it being understood that a waiver of any Credit Extensions required Default or Event of Default shall not constitute such a postponement);
(iii) reduce the principal of, the rate of interest specified herein on, or any Repayment Premium or Exit Fee specified herein on any Loan, or any other fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to be made by a Lender pursuant to its Commitmentsreceive such payment of principal, extend the final Revolving Loan Commitment Termination Date interest, fees or other amounts;
(iv) (x) amend or waive any provision of Revolving Loans made Section 9.4, or (y) amend or participated inwaive Section 4.4(e) or Revolving Letters any other provision providing for the pro rata treatment of Credit participated in by a Lender or extend the final Stated Maturity Date for any Lender’s LoanLenders, in each case without the written 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)directly affected thereby;
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;
Appears in 1 contract
Sources: Credit Agreement (Valneva SE)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Cash Management Agreements, 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 consented to by the Borrower Company and the Required Lenders (or the Administrative Agent acting as directed by the Required Lenders); provided, howeverthat any amendment that would disproportionately affect the obligation of the Company (i) to reimburse obligations under the Revolving Facility will not be effective without the approval of the Required Revolving Lenders or (ii) to make any payments with respect to Loans under the Term Facility will not be effective without the approval of the Required Term Lenders or; provided, further, that no such amendment, modification or waiver shall:
(a) modify Section 4.7(b) or Section 4.8 (as it relates to sharing of payments) or this Section or change any provision of this Agreement in any manner that would alter the pro rata sharing of payments or other amounts or the pro rata treatment of the Lenders, in each case, without the written consent of all Lenderseach Lender directly and adversely affected thereby;
(b) extend or increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, postpone or extend the any date scheduled for any payment of principal (including at final Revolving Loan Commitment Termination Date maturity) of Revolving Loans Credit Extensions 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 (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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) change the required application of any repayments or prepayments pursuant to Section 3.1.2 without the written consent of each Lender directly and adversely affected thereby;
(xe) reduce the percentages set forth in change any provision of (i) the definition of “Required Lenders” without the consent of all Lenders, this Section 10.1 or (ii) the definition of “Required Class Revolving Lenders” or “Required Term Lenders” without the written consent of each Lender directly and adversely affected thereby;
(f) change the currency of any outstanding loan without the written consent of each Lender directly and adversely affected thereby;
(g) change any provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents to reduce the percentage set forth therein, without the written consent of all Lenders of the Class whose percentage is being reduced, Lenders;
(iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (yh) modify any requirement hereunder that any particular action be taken by (i) all Lenders without the consent of all Lenders;
(i) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(j) except as otherwise expressly provided in a Loan Document, release (i) the Borrowers from their Obligations under the Loan Documents, (ii) any Class Guarantors from the Subsidiary Guaranty isif such release would release all or substantially all of Lenders the value of the Subsidiary Guaranty or (iii) all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(k) affect adversely the interests, rights or obligations of any Agent (in its capacity as such ClassAgent), any Issuer (iiiin its capacity as Issuer), any Swingline Lender (in its capacity as Swingline Lender), a Cash Management Bank (in its capacity as a Cash Management Bank) or a Qualified Counterparty (in its capacity as a Qualified Counterparty), unless consented to by such Person, as the case may be; or
(l) amend, waive or otherwise modify any term or provision of Section 7.2.4, the definition of “Total Net Leverage Ratio”, “Senior Secured Net Leverage Ratio” or the definition of “Fixed Charge Coverage Ratio” (or any of their respective component definitions (as used solely in such Section but not as used in other Sections of this Agreement)), without the written consent of the Required First Lien Facility Lenders Revolving Lenders, but without the consent of any other Lenders. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 any provision herein to the contrary, this Agreement may be amended to extend the Stated Maturity Date of (x) the Revolving Loan Commitments of Revolving Lenders that agree to such extension with respect to their Revolving Loan Commitments with the written consent of each such approving Revolving Lender, the Administrative Agent and the applicable Borrowers (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Revolving Facility with respect to the portion of the Revolving Loan Commitments with a Stated Maturity Date so extended; and (y) the Term Facility with respect to Term Loan Lenders that agree to such extension with respect to their Term Loans with the written consent of each such approving Term Loan Lender, the Administrative Agent and the Company (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Term Facility with respect to the portion thereof with a Stated Maturity Date so extended; provided, that in each such case any such proposed extension of the Stated Maturity Date with respect to a Credit Facility shall have been offered to each Lender with Loans or Commitments under the applicable Credit Facility proposed to be extended, and if the consents of such Lenders exceed the portion of Commitments and Loans the applicable Borrowers wishes to extend, such consents shall be accepted on a pro rata basis among the applicable consenting Lenders. This paragraph shall apply to any Incremental Term Loans in the same manner as it applies to the Term Facility; provided, that any such offer may, at the Company’s option, be made to the Lenders in respect of any tranche or tranches of Incremental Term Loans and/or the Term Facility without being made to any other tranche of Incremental Term Loans or the Term Facility, as the case may be. If any Lender is a non-consenting Lender, the Company may replace such non-consenting Lender in accordance with Section 4.10. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all First Lien Facility Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (ivi) the Required Second Lien Facility Lenders Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Second Lien Facility Lenders;Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained in Section 10.1, if at any time after the Closing Date, the Agent and the Company shall have jointly identified an ambiguity, obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (such notice to be provided to the Lenders by the Agent).
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section 11.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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 Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions made (or participated in) or Revolving Letters of Credit 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 LoanLoan 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 case case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 9.2 and Section 8.3 9.3 of amounts owing with respect to the Loans Loans, TLCs and other Obligations shall only require the vote of the Required Lenders);
(cd) 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 percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) 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 the Issuer of such Letter of Credit;
(f) 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 time or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders Lenders;
(g) change any of such Class, the terms of clause (iiic) the Required First Lien Facility Lenders of Section 2.1.4 or Section 2.3.2 without the consent of all First Lien Facility Lenders the Swing Line Lender; or
(h) affect adversely the interests, rights or obligations of the Administrative Agent (ivin 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 the Required Second Lien Facility Lenders without Administrative Agent, the consent Syndication Agent or such Issuer, as the case may be. No failure or delay on the part of all Second Lien Facility Lenders;the Administrative Agent, the Syndication 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 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 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.
Appears in 1 contract
Sources: Amendment No. 5 (Weight Watchers International Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) extend the Stated Maturity Date or modify this Section 10.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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, Commitments (except pursuant to a waiver or amendment permitted hereby) or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(c) 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 's Loan, in each case or reduce the principal amount of or rate of interest on any Lender's Loan, without the consent of such Lender (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 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) change the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) increase the Stated Amount of any Letter of Credit or any Lender's Percentage in such Letter of Credit or any Letter of Credit Outstandings in respect thereof, unless consented to by the Issuer of such Letter of Credit;
(f) except as otherwise contemplated in the Loan Documents, release (i) any Guarantor from its obligations under a Subsidiary Guaranty or (ii) any Class all or substantially all of Lenders the Collateral under the Loan Documents, in either case without the consent of all Lenders as expressly provided herein or therein;
(g) change any of such Class, the terms of clause (iii) the Required First Lien Facility Lenders of Section 2.1.4 or Section 2.3.2 without the consent of all First Lien Facility Lenders the Swing Line Lender; or
(h) affect adversely the interests, rights or obligations of any Agent (ivin its capacity as such), the Swing Line Lender (in its capacity as Swing Line Lender) or the Required Second Lien Facility Lenders without Issuer (in its capacity as Issuer), unless consented to by such Agent, the consent Swing Line Lender or the Issuer, as the case may be. No failure or delay on the part of all Second Lien Facility Lenders;any 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 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 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. For purposes of this Section 10.1, the Administrative Agent, in coordination with the Syndication Agent, shall have primary responsibility, together with the Borrower, in the negotiation, preparation, and documentation relating to any amendment, modification or waiver of this Agreement, any other Loan Document or any other agreement or document related hereto or thereto contemplated pursuant to this Section.
Appears in 1 contract
Sources: Credit Agreement (Medaphis Corp)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Cash Management Obligations and the Fee Letters (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 consented to by the Borrower and the Required Lenders; provided, however, that no other such amendment, modification or waiver 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 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 Sections 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 DepositLoans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders, ;
(iie) any Class have the effect of Lenders increasing the threshold amount set forth in Section 8.1.11 above $30,000,000 without the consent of all Lenders of such ClassLenders;
(f) except as otherwise expressly provided in a Loan Document, release (iiii) the Required First Lien Facility Lenders 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 First Lien Facility Lenders Lenders; or
(g) affect adversely the interests, rights or obligations of the Administrative Agent (ivin its capacity as the Administrative Agent) or the Swing Line Lender (in its capacity as Swing Line Lender), unless consented to by the Administrative Agent or the Swing Line Lender, as the case may be. Any Intercreditor Agreement may be amended, modified or waived by the Administrative Agent at the direction of the Required Second Lien Facility Lenders without Lenders, and the consent of all Second Lien Facility Lenders;the Borrower or any Guarantor shall be required only to the extent required in such Intercreditor Agreement. No failure or delay on the part of any Credit Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower and the Required Lenders; provided, however, provided that no such amendment, modification or waiver 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 Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions 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 '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 Sections 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) extend any date fixed for the payment of principal pursuant to clause (d) of Section 3.1.1, reduce the principal amount of or rate of interest on any Lender’s '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's Loans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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 Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(g) (i) amend, modify or waive clause (b) of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders Section 3.1.1 or (ivii) have the Required Second Lien Facility 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 shall have been consented to by the Lenders without holding a majority of the consent aggregate amount of all Second Lien Facility Lenders;the then outstanding Revolving Loan Commitments; or
(h) 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 the Administrative Agent or such Issuer, as the case may be. No failure or delay on the part of any Credit Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower each Obligor party thereto and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver shall:
(a) modify this Section or CLAUSE (a) of SECTION 11.10 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, Commitments or extend the final Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions 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 SECTION 8.2 and Section 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 's Loan, reduce any fees described in Article 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's Loans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 or Required Lenders without the 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) (i) change the definition of "Borrowing Base Amount", "Eligible Account", "Eligible Inventory", "Eligible PP&E", "Maximum PP&E Advance Amount", "Orderly Liquidation Value" or "Net Asset Value" (in each 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 change), (ii) amend, modify or waive SECTION 3.1.1(b) or (iii) amend or waive any Class 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 75% of the Revolving Loan Commitments; or
(g) except as otherwise expressly provided in a Loan Document, release (i) VHC from its financial Obligations under the Loan Documents or the Parent or all or substantially all of the Borrowers (other than VHC) and the Subsidiary Guarantors their respective financial Obligations under the Loan Documents (ii) all or substantially all of the collateral under the Loan Documents (other than in connection with the PP&E Release Event), in each case without the consent of all Lenders Lenders;
(h) waive any Event of such ClassDefault, or reverse the effects of any resulting acceleration of the Obligations, under CLAUSE (b), (iiic) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (ivd) of SECTION 8.1.9, unless consented to by all of the Required Second Lien Facility Lenders without Lenders; or
(i) affect adversely the consent interests, rights or obligations of all Second Lien Facility Lenders;the Administrative Agent (in its capacity as the Administrative Agent) or any Issuer (in its capacity as Issuer), unless consented to by the Administrative Agent or such Issuer, as the case may be. No failure or delay on the part of any Lender Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of this Agreement and each Loan Document Security Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) 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 Credit Extensions Loans 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 LoanLoan or Synthetic Revolving 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 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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent 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 Class of Lenders Material Guarantor from its obligations made under its Guaranty, in each case without the consent of all Lenders Lenders; or
(f) affect adversely the interests, rights or obligations of either Agent (in its capacity as an Agent), unless consented to by such ClassAgent; or
(g) modify, change or waive any provision of clause (c), (iiid) or (e) of Section 3.1.1 requiring that the Required First Lien Facility Lenders proceeds of prepayments thereunder are required to be applied to the Term Loans prior to the Revolving Loans or Synthetic Revolving Loans, in each case, without the consent of all First Lien Facility Lenders each Lender holding a Term Loan. No failure or (iv) delay on the Required Second Lien Facility Lenders without part of any Lender or either Agent in exercising any power or right under 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 consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on the Borrowers in any case shall entitle such Borrower to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: Credit Agreement (Aei)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Letters of Credit and the Agents' 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 consented to by the Borrower and the Required Lenders; provided, however, provided that no such amendment, modification or waiver shall:
(a) modify this Section 11.1 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 Commitmentsa Commitment (it being understood that waivers or modifications (x) of conditions precedent, covenants, Defaults or Events of Default or (y) of a mandatory reduction in the Commitment Amount relating to such Commitment shall not constitute an increase of the aggregate amount of Credit Extensions that may be required to be made by such Lender pursuant to such Commitment), extend the any final Revolving Loan Commitment Termination Date or reduce any fees described in Article III payable to any Lender, in each case without the consent of Revolving Loans made such Lender;
(or participated inc) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Maturity Date for any Lender’s 's Loan, or, except for the waiver of any applicable post default increase in interest rates or fees, reduce the principal amount of, rate of interest or fees on any Loan or Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.4 shall not constitute a reduction in the rate of interest or fees for the purposes of this clause (c) so long as the principal purpose of such amendment or modification was not to reduce the rate of interest or fees)), or extend the date on which interest or fees are payable in respect of such Loan or Reimbursement Obligation, in each case case, without the consent of the Lender which has made such Lender Loan or, in the case of a Reimbursement Obligation, the respective Issuer owed, and those Lenders participating in, such Reimbursement Obligation (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 Loans and other Obligations shall only require the vote of the Required Lenders);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, release (i) the Borrower from its Obligations under the Loan Documents, Holdings from its Obligations under the Holdings Guaranty, Mergerco from its Obligations under the Mergerco Guaranty or any Subsidiary Guarantor from its Obligations under the Subsidiary Guaranty (other than in connection with a Disposition of all or substantially all of the Capital Stock of such Subsidiary Guarantor in a transaction permitted by Section 7.2.11) or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders; provided that the Required Lenders may at any time consent to the release of any Subsidiary Guarantor that (A) accounted for no more than 15% of consolidated revenues of Holdings and its Subsidiaries for the four consecutive Fiscal Quarters of Holdings ending on December 31, 2001 or if more recent financial information is (or is required to be) available, the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 7.1.1, financial statements have been, or are required to have been, delivered by Holdings to the Administrative Agent and (B) has assets which represent no more than 15% of the consolidated assets of Holdings and its Subsidiaries as of December 31, 2001, or if more recent financial information is (or is required to be) available, the last day of the last Fiscal Quarter of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 7.1.1, financial statements have been, or are required to have been, delivered by Holdings to the Administrative Agent;
(f) amend, modify or waive clause (b) of Section 3.1.1 in a manner adverse to the holders of Revolving Loan Commitments unless such Classamendment, modification or waiver shall have been consented to by the holders of at least a majority of the Revolving Loan Commitments;
(g) amend, modify or waive the provisions of clause (a)(i), (iiic), (d), (e), (f), (g) or (h) of Section 3.1.1 or clause (b) of Section 3.1.2, unless such amendment, modification or waiver shall have been consented to by the holders of at least a majority of the aggregate amount of Loans outstanding under the Tranche or Tranches adversely affected by such modification (it being agreed that, in the event consented to by the Required First Lien Facility Lenders without Lenders, any increase in a Commitment Amount or the consent inclusion of all First Lien Facility Lenders or another commitment to extend credit under this Agreement shall not be deemed for purposes of this clause (ivg) to constitute a modification that would adversely affect a Tranche);
(h) change any of the Required Second Lien Facility Lenders without the consent terms of all Second Lien Facility Lenders;Section 2.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Rate Protection Agreements, Letters of Credit, the Arranger Fee Letter, the Compensation Agreements and each Administrative Agent 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 consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section or change or waive any provision of Section 4.8 or Section 2.2 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 Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions 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) extend any date fixed for the payment of principal pursuant to clauses (c) and (d) of Section 3.1.1, 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 DepositLoans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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) any Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under any Loan Document or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(i) amend, modify or waive clause (b) of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders Section 3.1.1 or (ivii) have the Required Second Lien Facility 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 unless such amendment, modification or waiver shall have been consented to by the Lenders without holding a majority of the consent aggregate amount of all Second Lien Facility Lenders;the then outstanding Revolving Loan Commitments; or
(h) affect adversely the interests, rights or obligations of either Administrative Agent (in its capacity as an Administrative Agent), either Swing Line Lender (in its capacity as the Swing Line Lender) or any Issuer (in its capacity as Issuer), unless consented to by such Administrative Agent, such Swing Line Lender or such Issuer, as the case may be. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; providedPROVIDED, howeverHOWEVER, that no such amendment, modification or waiver shall:
(a) extend any Commitment Termination Date or modify this Section SECTION 11.1 without the consent of all Lenders;
(b) increase any Commitment Amount, increase the aggregate amount of any Credit Extensions 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, Commitments or reduce any fees described in ARTICLE III payable to any Lender without the consent of such Lender;
(c) 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 '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 case case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 SECTION 9.2 and Section 8.3 SECTION 9.3 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) change the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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) release (i) any Guarantor from its obligations under a Guaranty (except as contemplated under this Agreement with respect to the 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) any Class all or substantially all of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders as expressly provided herein or therein;
(g) change any of such Class, the terms of CLAUSE (iiid) the Required First Lien Facility Lenders of SECTION 2.4 or SECTION 2.8 without the consent of all First Lien Facility Lenders CSFB; or
(h) affect adversely the interests, rights or obligations of the Administrative Agent (ivin its capacity as the Administrative Agent), or any Issuer (in its capacity as Issuer), unless consented to by the 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) the Required Second Lien Facility Lenders without shall only require the consent of all Second Lien Facility Lenders;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 any, in the interest rate (and 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 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 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 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, (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 consented to by the Borrower and the Required LendersAdministrative Agent; provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders or by the Administrative Agent shall be effective unless consented to by each Lender;
(iii) all modify any requirement hereunder that any particular action be taken by the Required Lenders shall be effective unless consented to by the Required Lenders;
(iii) waive compliance by the Borrower with any covenant under Article VIII or waive any Default hereunder shall be effective unless consented to by the Required Lenders;
(iv) modify this Section 11.1, change the definitions of “Required Lenders,” “Commitment,” or “Commitment Amount,” increase the Percentage of any Lender, reduce any fees or change any interest rate described in Article III, amend Section 8.2.6 or extend the Stated Maturity Date or the Commitment Termination Date, shall be made without the consent of all Lenderseach Lender affected thereby;
(v) extend the due date for, or reduce the amount of, any scheduled or mandatory repayment or prepayment of principal of or interest on any Loan (iior reduce the principal amount of or rate of interest on any Loan) any Class of Lenders shall be made without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;each Lender affected thereby; or
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than the Fee Letter, which shall be modified only in accordance with its terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify Section 4.4, Section 4.5 (as it relates to sharing of payments) or this Section Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions Loans 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 (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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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 shall not constitute a reduction of the rate of interest hereunder);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, (ii) release the Borrower from its Obligations under the Loan Documents or any Class of Lenders Subsidiary Guarantor from its obligations under the Guaranty, in each case without the consent of all Lenders of such ClassLenders;
(f) amend, modify or waive any provision in the Exchange Note Indenture that requires (iiior would, if any Exchange Notes were outstanding, require) the Required First Lien Facility Lenders approval of all holders of Exchange Notes, in each case without the consent of all First Lien Facility Lenders Lenders;
(g) restrict the right of any Lender to exchange Loans for Exchange Notes or amend the rate of such exchange or amend the terms of the Exchange Notes in any manner that requires (ivor would, if the Exchange Notes were outstanding, require) the Required Second Lien Facility Lenders approval of all holders of Exchange Notes, in each case without the consent of all Second Lien Facility Lenders;each Lender directly affected thereby; or
(h) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) unless consented to by the Administrative Agent. No failure or delay on the part of any Loan Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Loan 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 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 permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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, or as otherwise permitted under Section 9.12 hereof) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no other such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III 3 payable to any Lender or extend the date on which principal, interest or fees are payable in respect of such Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of or “Required Class Borrowing Base Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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) either Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: Credit Agreement (Dynamic Offshore Resources, Inc.)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Obligor or Obligors party to such Loan Document and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or 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 Credit Extensions 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 LoanLoans, 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 reduce the rate of interest on any Lender’s LoanLoans, reduce any fees described in Article III payable to any Lender Lender, waive payment Defaults or extend the scheduled date on which principal, interest or fees are payable in respect of such Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) change (xeither positive or negative) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, release (i) the any Obligor from its Obligations under the Loan Documents to which such Obligor is a party or (ii) any Class of Lenders collateral (unless in connection with a Disposition permitted under Section 7.2.10) under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(f) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent). No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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, except that the Commitment of such Class, (iii) the Required First Lien Facility Lenders Lender may not be increased or extended without the consent of all First Lien Facility Lenders such Lender. Further, notwithstanding anything to the contrary contained in Section 10.1, if within sixty days following the effective date of any Loan Document, the Administrative Agent and the Borrowers shall have jointly identified an obvious error or (iv) 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 Borrowers shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Second Lien Facility Lenders without the consent within five Business Days following receipt of all Second Lien Facility Lenders;notice thereof.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions the Term Loans required to be made by a Lender pursuant to its CommitmentsTerm Loan Commitment, extend the final Revolving Term Loan Commitment Termination Date of Revolving the Term 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 '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 Term 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 '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's Term Loans, in each case without the consent of such LenderLender directly affected thereby;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document (including as to permitted Dispositions under Section 7.2.8), release (i) the Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under any Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(f) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), unless consented to by the Administrative Agent. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such Classpower or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, (iii) 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. All remedies shall be cumulative, and not exclusive of any and all other remedies, whether provided pursuant to the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders Loan Documents or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;at law or otherwise.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Municipal Mortgage & Equity LLC)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders, extend any Commitment Termination Date or modify this Section 10.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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, Commitments or reduce or delay the payment of any fees described in Article III payable to any Lender without the consent of such Lender;
(c) 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 Date, or reduce the principal amount of or rate of interest on any Lender’s 's Loan, in each case or postpone the date of payment of interest on any Lender's Loan, without the consent of such Lender (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 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) change the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) modify Section 2.6 or increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(f) except as permitted by a Loan Document, release (i) any Guarantor from its obligations under a Guaranty, or (ii) any Class of Lenders the Pledged Shares (as such term is defined in any Pledge Agreement) or all or substantially all of the collateral securing the Obligations, in either case without the consent of all Lenders as expressly provided herein or therein; or
(g) affect adversely the interests, rights or obligations of the Administrative Agent qua the Administrative Agent, or any Issuer qua Issuer, unless consented to by the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders the Administrative Agent, any Issuer or (iv) 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 Required Second Lien Facility Lenders without exercise of any other power or right. No notice to or demand on the consent of all Second Lien Facility Lenders;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 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.
Appears in 1 contract
Sources: Credit Agreement (Prosource Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section subsection 10.1 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 Initial Maturity Date of Revolving Loans made (or participated in) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Final Maturity Date for any Lender’s 's Loan, or, except for the waiver of any applicable post default increase in interest rates or fees, reduce the principal amount of, rate of interest or fees on any Loan or Obligations, or extend the date on which interest or fees are payable in respect of such Loan or Obligation, in each case case, without the consent of the Lender which has made such Lender Loan or to whom such Obligation is owed (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 subsections 8.5, 8.6 and Section 8.3 8.7 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(d) except as otherwise expressly provided in a Loan Document, release (i) Borrower from its Obligations under the Loan Documents, or (ii) any Class of Lenders without the collateral under the Bridge Escrow Agreement; or
(e) release Holdings or any Subsidiary Guarantor that is a Material Subsidiary from its Guarantee;
(f) waive performance by Borrower of its obligations under, or consent to any departure from any of all Lenders of such Classthe terms and provisions of, (iiisubsection 2.5A(ii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv); or
(g) affect adversely the Required Second Lien Facility Lenders without interests, rights or obligations of any Agent (in its capacity as an Agent) unless consented to by such Agent, as the consent case may be. No failure or delay on the part of all Second Lien Facility Lenders;any Agent or any Lender in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent or any 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. For purposes of this subsection 10.1, the Administrative Agent, in coordination with the Joint Lead Arrangers, shall have primary responsibility, together with Borrower, in the negotiation, preparation and documentation relating to any amendment, modification or waiver under this Agreement, any other Loan Document or any other agreement or document related hereto or thereto contemplated pursuant to this subsection.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by Holdings, the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Credit Extensions made (or participated in) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Maturity Date for reduce any Lender’s Loan, fees described in each case Article III payable to any Lender without the consent of such Lender;
(c) extend any date of payment of principal for any Lender's Loan, or reduce the principal amount of, rate of interest or fees on any Loan or Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), or extend the date on which interest or fees are payable in respect of such Loan or Reimbursement Obligation, in each case, 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 (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 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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;
Appears in 1 contract
Sources: Credit Agreement (WRC Media Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than any Letter of Credit or a Rate Protection Agreement) under which amendments, modifications and waivers may be effected by the parties thereto) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 any Lender pursuant to its Commitments, extend the final Revolving Loan any Commitment Termination Date of Revolving Loans made (or participated in) or Revolving Letters of Credit participated in by a Lender or any Lender, extend the final any Stated Maturity Date for any Lender’s Loan's Loan or Synthetic Deposit, or reduce any fees described in Article III payable to any Lender, 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 9.2 and Section 8.3 9.3 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 '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 to any Lender’s Loans or Second Lien Deposit, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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 Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders;
(g) amend, modify or waive Section 5.3.1, unless, in either case, such amendment, modification or waiver shall have been consented to by the Lenders holding a majority of such Classthe aggregate amount of the Revolving Loan Exposure;
(h) change any provision of this Agreement in a manner that by its terms adversely affects the rights in respect of payments due to either Revolving Loan Lenders, (iii) Term Loan Lenders or Synthetic Lenders, differently from the Required First Lien Facility Lenders other Lenders, without the consent of all First Lien Facility either the Revolving Loan Lenders, Term Loan Lenders or (iv) Synthetic Lenders, as applicable, holding a majority in interest of the Required Second Lien Facility Lenders without applicable portion of the consent Total Exposure Amount of all Second Lien Facility such adversely affected Lenders;
(i) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) or any Issuer, unless consented to by the Administrative Agent or such Issuer, as the case may be; or
(j) with respect to any LIBO Rate Loan, amend, waive or modify the requirement that the Interest Period relative to any such Loan be one, two, three, six or, if available to all Lenders, nine or twelve months in duration, unless consented to by each Lender making such Loan. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower and the Required LendersLenders and acknowledged by the Administrative Agent; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions Loans 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 Commitments 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)Lender;
(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 or any scheduled payment (but not prepayments) of principal are payable in respect of such Lender’s Loans or Second Lien DepositLoans, 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 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) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent 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) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders; or
(f) affect adversely the interests, rights or obligations of the Administrative Agent unless consented to by the Administrative Agent. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of such Classthe applicable Lenders other than Defaulting Lenders), except that (iiiz) the Required First Lien Facility Lenders Commitment of any Defaulting Lender may not be increased or extended without the consent of all First Lien Facility Lenders such Lender and (y) any waiver, amendment or (iv) the Required Second Lien Facility Lenders without modification requiring the consent of all Second Lien Facility Lenders;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 permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Rate Protection Agreements, under which amendments, modifications and waivers may be effected by the Applicable Obligor and Applicable Lender, each a party thereto) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 any final Revolving Loan Commitment Termination Date of Revolving Loans made (or participated in) or Revolving Letters of Credit participated reduce any fees described in by a Article III payable to any Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender;
(c) extend any scheduled date of payment of principal for any Lender's Loan, or reduce the principal amount of, rate of interest or fees on any Loan or Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), or extend the scheduled date on which interest or fees are payable in respect of such Loan or Reimbursement Obligation, in each case, without the consent of the Lender which has made such Loan or, in the case of a Reimbursement Obligation, the applicable Issuer owed, and those Lenders participating in, such Reimbursement Obligation (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section Sections 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);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document (including the sale or transfer of Accounts and other related assets in accordance with the Permitted Receivables Transaction), release (i) the Borrower from its Obligations under the Loan Documents or any Subsidiary Guarantor from its Obligations under the Subsidiary Guaranty, as applicable (other than in connection with a Disposition of all or substantially all of the Capital Securities of a Subsidiary Guarantor in a transaction permitted by Section 7.2.10 or 7.2.11) or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth thereinSubject to Sections 2.8(c) and (d), the provisions of this Agreement and of each other Loan Document (other than the Fee Letter, which may be amended in accordance with its terms) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower or the relevant Guarantor and the Required LendersLenders and acknowledged by the Administrative Agent; provided, however, provided that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender;
(ib) all Lenders modify this Section 11.1 or change the definition of “Required Lenders” shall be made without the consent of each Lender;
(c) reduce any fees described in Section 2.4 payable to any Lender or, other than as contemplated by Section 2.16, extend the Maturity Date with respect to any Lender shall be made without the consent of such Lender;
(d) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Advance or fees (or reduce the principal amount of or rate of interest on any Advance) applicable to any Lender shall be made without the consent of such Lender;
(e) subject to Section 6.1.9, release all Lendersor substantially all of the Guarantors under the Guaranty (except as expressly permitted by the Guaranty), or release all or substantially all of the Collateral under the Collateral Documents, in each case, shall be made without the consent of each affected Lender; or
(f) affect adversely the interests, rights or obligations of the Administrative Agent in its capacity as such shall be made without consent of the Administrative Agent. Notwithstanding the foregoing, this Agreement may be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender if such amendment is entered into (i) pursuant to Section 6.1.9 or (ii) for the purpose of implementing any increase to the Applicable Margin or to provide for the payment of any applicable OID or upfront fee in connection with the exercise of any “flex” provisions in the Fee Letter. No failure or delay on the part of the Administrative Agent 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 Borrower or any Guarantor 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 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. If any Lender is a Non-Consenting Lender, the Borrower shall be entitled at any time to replace such Lender with another financial institution willing to take such assignment and reasonably acceptable to the Administrative Agent; provided that (i) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (ii) any Class of Lenders without the consent of all Lenders of such Class, assignment shall not conflict with applicable law and (iii) no Non-Consenting Lender shall be obligated to make any such assignment as a result of a demand by the Required First Lien Facility Lenders without Borrower pursuant to this Section unless and until such Non-Consenting Lender shall have received one or more payments from either the consent Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Non-Consenting Lender, together with accrued interest thereon to the date of payment of such principal amount and all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;other amounts payable to such Non-Consenting Lender under this Agreement.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower Borrowers and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section Section, in each case, without the consent of all Lenderseach adversely affected Lender;
(b) other than as set forth in Section 2.8, increase the aggregate amount of any Credit Extensions Loans 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 (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 interest, principal or fees are payable in respect of such Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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 shall not constitute a reduction of the rate of interest hereunder);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders (it being understood for the avoidance of doubt that, other than as specifically provided in this Agreement, including pursuant to (x) any Incremental Credit Increases (the consent requirements for which are set forth in Section 2.9) and (y) an Extension Amendment pursuant to Section 2.8, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or a particular Class of Lenders on substantially the same basis as the Euro Term Loans, New Term A Loans, New Term B Loans and Revolving Commitments on the Closing Date);
(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) a Borrower from its Obligations under the Loan Documents or any Subsidiary Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(g) 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 such ClassAgent, such Issuer, or such Swing Line Lender, as the case may be; or
(iiih) effect solely a repricing transaction in which any Class of Term Loans is refinanced with a Class of term loans bearing (or is modified in such a manner such that the resulting term loans bear) a lower yield, unless consented to by (and only by) the Required First Lien Facility Lenders without holding Term Loans subject to such permitted repricing transaction that will continue as Lenders in respect of the repriced tranche of Term Loans or modified Term Loans. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 (or amended and restated) with the written consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders, and the Borrowers (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 Borrowers 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 Borrowers shall be permitted to amend such provision and such amendment shall become effective without the any further action or consent of all Second Lien Facility Lenders;any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.
Appears in 1 contract
Sources: Credit Agreement (Hanesbrands Inc.)
Waivers, Amendments, Etc. Except as expressly otherwise (a) This Agreement is an amendment and restatement of, and replaces and supersedes, the Existing Credit Agreement in its entirety; provided, however, that no right, interest, claim or cause of action of any kind of the lender under the Existing Credit Agreement shall in any way be released, modified, compromised or waived by virtue of this Agreement superseding and replacing the Existing Credit Agreement, and nothing in this Agreement or the other Loan Documents is intended to novate or discharge the indebtedness of the Borrower or the other Obligors under the Existing Credit Agreement; provided however, upon the satisfaction of all conditions set forth thereinin Section 6.1, Bank of America shall terminate its Lien on all shares of the Capital Stock of the Borrower under Pledge Agreements under the Existing Credit Agreement that were previously delivered by shareholders of the Borrower;
(b) 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender;
(iii) all Lenders modify this Section 11.1, change the definitions of "Required Lenders", "Restricted Payment Tests," "Total Commitment", "Letter of Credit Availability", or "Commitment Amount", increase the Percentage of any Lender, reduce any fees described in Article III, amend Section 6.1.15 or 8.2.6, release any collateral security including any Guaranty, except as otherwise specifically provided in any Loan Document, or extend the Stated Maturity Date or any Commitment Termination Date, shall be made without the consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenderseach Lender affected thereby;
Appears in 1 contract
Sources: Credit Agreement (Bargo Energy Co)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Credit Extensions made (or participated in) or Revolving Letters of Credit 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 '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 case case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section Sections 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);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer or increase the amount of any Loan Note Guaranty unless consented to by the Loan Note Guarantor;
(f) except as otherwise expressly provided in a Loan Document or in connection with and to effectuate permitted asset sales, release (i) any Borrower from its Obligations under the Loan Documents or any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(g) change any of such Class, (iii) the Required First Lien Facility Lenders terms of or Section 2.3.2 without the consent of all First Lien Facility Lenders the Swing Line Lender;
(h) change any of the terms of or (iv) the Required Second Lien Facility Lenders Sections 2.3.3 or 2.9 without the consent of all Second Lien Facility Lenders;the Other Currency Lender; or
(i) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), the Swing Line Lender (in its capacity as Swing Line Lender), the Other Currency Lender (in its capacity as Other Currency Lender), the Issuer (in its capacity as Issuer), or the Loan Note Guarantor (in its capacity as Loan Note Guarantor), unless consented to by the Administrative Agent, the Swing Line Lender, the Other Currency Lender, the Issuer or the Loan Note Guarantor, as the case may be.() No failure or delay on the part of the Administrative Agent, the Issuer, the Loan Note Guarantor or any Lender in exercising any power or right under 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 any 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, the Loan Note Guarantor or any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Credit Extensions made (or participated in) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Commitment Termination Date or Competitive Bid Loan 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 DepositLoans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) increase the Stated Amount of any Letter of Credit unless consented to by the Letter of Credit Issuer;
(f) except as otherwise expressly provided in a Loan Document, (ii) any Class of Lenders release the Borrower from its Obligations under the Loan Documents without the consent of all Lenders Lenders; or
(g) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) or the Letter of Credit Issuer (in its capacity as Letter of Credit Issuer), unless consented to by the Administrative Agent or the Letter of Credit Issuer, as applicable. No failure or delay on the part of any Loan Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such Classpower or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Loan Party under any Loan Document shall, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders except as may be otherwise stated in such waiver or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;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.
Appears in 1 contract
Sources: Credit Agreement (Ust Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders (except where the applicable provision of this Agreement or such other Loan Document specifies that a determination is to be governed by all Lenders or the Majority Lenders); provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender;
(ib) all Lenders modify this Section 10.1, change the definitions of "Majority Lenders" or "Required Lenders", increase the Revolving Loan Commitment Amount (except as otherwise provided in Section 2.8) or the Revolving Percentage of any Lender, reduce any fees described in Article III, release any collateral security, release or amend the RPG Guarantee and Security Agreement, except as otherwise specifically provided in any Loan Document or extend the Commitment Termination Date shall be made without the consent of all Lenderseach Lender;
(c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (iior reduce the principal amount of or rate of interest on any Loan) any Class of Lenders shall be made without the consent of all Lenders the holder of that Note evidencing such ClassLoan;
(d) affect adversely the interests, (iii) rights or obligations of the Required First Lien Facility Lenders Agent qua the Agent shall be made without the 105 consent of all First Lien Facility Lenders or the Agent;
(ive) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;modify Section
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, (a) The provisions of each Loan Document (other than Secured Cash Management Agreements, Rate Protection Agreements, 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 consented to by the Borrower Borrowers and the Required LendersLenders and acknowledged by the Administrative Agent; provided, however, provided that no such amendment, modification or waiver shall:
(ai) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section Section, in each case, without the consent of all Lenders;
(bii) 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 any Commitments of Credit participated in by a Lender or extend the final Stated Maturity Date for any Lender’s LoanLoan or other Credit Extension, 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)Lender;
(ciii) 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 or any scheduled payment (but not prepayments) of principal are payable in respect of such Lender’s Loans or Second Lien DepositL/C Advance, in each case without the consent of such Lender;
(d) (x) ; provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the percentages set forth increased portion, of interest accruing under Section 3.2.2; and provided, further that the Stated Maturity Date in (i) respect of all of the definition Loans and Commitments of “Required Lenders” any Lender in respect of the Term Loans or the Revolving Loan Commitments may be extended with the consent of such Lender in accordance with Section 2.10, and such consent shall be sufficient without the consent of all the Required Lenders, Required Revolving Loan Lenders, Required Class Lenders or any other Person;
(iiiv) reduce the percentage set forth in the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced”, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (iv) the definition of and/or “Required Second Lien Facility Revolving Loan 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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Cash Management Agreements, 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 consented to by the Borrower Company and the Required Lenders (or the Administrative Agent acting as directed by the Required Lenders); provided, however, provided that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7 or Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 (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 Lender’s Loans or Second Lien DepositLoans, in each Table of Contents case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) affect adversely the interests, rights or obligations of any Agent (in its capacity as such ClassAgent), any Issuer (iiiin its capacity as Issuer), the Swing Line Lender (in its capacity as Swing Line Lender), a Cash Management Bank (in its capacity as a Cash Management Bank) or a Qualified Counterparty (in its capacity as a Qualified Counterparty), unless consented to by such Person, as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower Account Party and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.3, Section 4.4 (as it relates to sharing of payments) or this Section 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 Revolving Loans made (or participated in) or Revolving Letters of Credit risk participated in by a Lender hereunder, or extend the final Stated Maturity Commitment Termination Date for any of Credit Extensions made (or risk participated in) by a 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 any 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 Loanamounts 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 respect of such Lender’s Loans or Second Lien Depositconnection herewith, in each case without the consent of such LenderLender (provided that, the vote of Required Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.1);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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) release the Account Party from its Obligations under the Loan Documents, (ii) any Class of Lenders without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent or the Issuer, as the case may be. No failure or delay on the part of any Credit Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such Classpower 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 Account Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Credit Party under any Loan Document shall, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders except as may be otherwise stated in such waiver or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such -------- ------- amendment, modification or waiver shall:
(a) extend any Commitment Termination Date or the date of any mandatory Commitment reduction under clause (a) of Section 2.2.2 or modify this ---------- ------------- this
Section 10.1 without the consent of all Lenders;; ------------
(b) increase the aggregate amount of any Credit Extensions 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, Commitments or reduce any fees described in Article III payable to any Lender without the consent of such ----------- Lender;
(c) 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 's Loan or the due date of any interest thereon, or reduce the principal amount of or rate of interest on any Lender's Loan, in each case without the consent of such Lender (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 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) change the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all LendersLenders or change the definition of "Blocked Amount";
(e) increase the Stated Amount of any Letter of Credit unless consented to by each Issuer;
(f) except as permitted by the Borrower Security Agreement, Borrower Pledge Agreement, Subsidiary Security Agreement or Subsidiary Guarantee, release (i) any of the guarantees of any Restricted Subsidiary or (ii) any Class all or substantially all of Lenders the collateral or Pledged Shares as such term is defined in the Borrower Pledge Agreement), in either case without the consent of all Lenders as expressly provided herein or therein; or
(g) 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 such ClassAgent or such Issuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Agent, any Issuer or (iv) 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 Required Second Lien Facility Lenders without exercise of any other power or right. No notice to or demand on the consent of all Second Lien Facility Lenders;Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, (a) The provisions of this Agreement and of each Loan Document may from time to time be amended, modified or waived, (1) if such amendment, modification or waiver is in writing and and, (x) in the case of an amendment or modification, is consented to by the Borrower Issuer and the Required LendersHolders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement or any other Document, is consented to by the Required Holders or (2) as otherwise provided in any Document; provided, however, that no such amendment, modification or waiver shallof the following shall be effective unless:
(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) the definition of “Required Lenders” without the consent of all Lendersconsented to by each Noteholder, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reducedif such amendment, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders modification or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (y) waiver would modify any requirement hereunder that any particular action be taken by (i) all Lenders without the consent of all Lenders, Noteholders or by the Required Holders;
(ii) consented to by each Noteholder, if such amendment, modification or waiver would modify this Section 11.1, change the definition of "Required Holders," or subject any Class of Lenders without the consent of all Lenders of such Class, 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 2, extend the Required First Lien Facility Lenders without Stated Maturity Date, extend the consent due date for, or reduce the amount of, any payment or prepayment of all First Lien Facility Lenders 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 all or substantially all of the Required Second Lien Facility Lenders without Collateral;
(v) 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 consent terms hereof;
(vi) consented to by each Noteholder, if such amendment, modification or waiver would affect the ranking of all Second Lien Facility Lendersthe Notes or any Guarantee in a manner adverse to the Noteholders;
(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; or
(viii) consented to by each Noteholder, if such amendment, modification or waiver would, after the Issuer’s obligation to prepay Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make any prepayment of the Notes.
(b) No failure or delay on the part of any Noteholder in exercising any power or right under this Agreement or any other 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 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly The provisions of this Agreement and (other than a Royalty Agreement which may only be amended in accordance with the terms thereof) of each other Finance Document (except to the extent otherwise set forth therein, provisions of each Loan Document in such Finance Document) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Obligor (or Obligors) party thereto, the Security Trustee and the Required LendersSecured Parties, and, in the case of any Security Document, the Security Trustee; provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 or a determination be made by, or with the consent of or in consultation with, all the Secured Parties or the Required Secured Parties shall be effective unless consented to by each Secured Party;
(ib) all Lenders modify this Clause 15.1 or change the definition of "REQUIRED SECURED PARTIES", shall be made without the consent of all Lenderseach Secured Party;
(c) extend the due date for, (ii) or reduce the amount of, any Class payment or prepayment of Lenders principal or of interest on any Loan or any other amount payable hereunder shall be made without the consent of all Lenders each Secured Party;
(d) affect the interests, rights or obligations of either Representative, the Facility Agent qua such Class, (iii) Representative or the Required First Lien Facility Lenders Agent shall be made without the consent of all First Lien such Representative or the Facility Lenders Agent (as the case may be);
(e) other than as specifically permitted by this Agreement or the Security Documents, modify or 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 the Security Trustee or in favour of the Finance Parties pursuant to any relevant Security Document shall be made:
(ivi) prior to an Event of Default and before the Required Second Lien Facility Lenders Discharge Date, without the consent of all Second Lien Facility Lenderseach Secured Party;
(ii) after an Event of Default and before the Discharge Date, without the consent of each Lender; and
(iii) after the Discharge Date, without the consent of the Required Secured Parties;
(f) increase the Commitment of any Lender or otherwise subject any Lender to any additional obligation without the consent of such Lender;
(g) modify any term of this Agreement or any other Finance Document expressly relating to the priority of payment of, or the granting of any security in respect of, any obligations of the Borrower under any Price Protection Agreement to which any Secured Party is a party shall be made without the consent of such Secured Party;
(h) materially reduce the obligations of the Sponsor under the Support Agreement shall be made without the consent of each Secured Party; or
(i) modify Clause 3 (or any defined term referred to therein), Clauses 5.4, 6.3, 6.4, 7.2 or 12.15 without the consent of each Secured Party; provided that nothing in this Clause 15.1 shall prevent the Security Trustee exercising its rights against any Obligor pursuant to any Finance Document unless it is directed otherwise by the Required Secured Parties.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Required LendersLenders (except as permitted in accordance with clause d of Section 2.2.3); provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders shall be effective unless consented to by each Lender;
(b) modify this Section 10.1, decrease the percentage contained in the definition of “Required Lenders”, release (i) all Lenders or substantially all collateral security or (ii) all or substantially all of the Guarantors from their obligations under the Guarantees or under Section 3.4, except as otherwise specifically provided in any Loan Document, or extend the Commitment Termination Date shall be made without the consent of all Lenderseach 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);
(c) increase the aggregate amount of Credit Extensions required to be made by or participated in by a Lender, reduce any fees described in Article III payable to a Lender, extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (iior reduce the principal amount of or rate of interest on any Loan (other than the rate of interest on any amounts past due under Section 3.2.2) any Class of Lenders a Lender shall be made without the consent of all Lenders such adversely affected Lender;
(d) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Class, Letter of Credit;
(iiie) the Required First Lien Facility Lenders modify Section 3.1.2 without the consent of all First Lien Facility Lenders the Swingline Lender;
(f) affect adversely the interests, 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 Agent or the Issuer or the Swingline Lender in its capacity as Swingline Lender, as the case may be; or
(ivg) the Required Second Lien Facility Lenders waive payment defaults shall be made without the consent of all Second Lien Facility Lenders;each Lender. No failure or delay on the part of any 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 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 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.
Appears in 1 contract
Sources: Credit Agreement (Kerzner International Employment Services LTD)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of this Agreement (including the Schedules hereto (other than Schedule II hereto, which may be modified in accordance with Section 10.2 or Section 10.11.1)) and of each other Loan Document (other than Lender Hedging Agreements, Letters of Credit, the Commitment Letter and the 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 consented to in writing by the Borrower and (except, for the avoidance of doubt, any modifications contemplated by Section 2.8) the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section 10.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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, extend the final Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions made (or participated in) or Revolving Letters of Credit participated in by a Lender or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(i) extend the final Stated Maturity Date due date for any scheduled repayment of principal of any Lender’s 's Loan, or reduce the principal amount of, prepayment premium with respect to or rate of interest on any Lender's Loan or extend the date on which interest, premium or fees are payable in respect of such Lender's Loans, in each case case, without the consent of such Lender (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 Loans and other Obligations shall only require the vote of the Required Lenders);Lenders (as defined in clause (b) of the definition thereof) or
(cii) reduce amend, modify or waive provisions of clauses (d)(iii) or (f) of Section 3.1.1 or modify the principal amount definition of "Excess Cash Flow" 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"Norilsk Palladium Proceeds", in each case any case, without the consent of such Lender;
(d) (x) reduce the percentages set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Non-Defaulting Lenders holding at least 66 2/3% of the Class whose percentage is being reducedaggregate principal amount of the Term Loans held by Non-Defaulting Lenders then outstanding and the Non-Defaulting Lenders holding at least 66 2/3% of the Revolving Loan Commitment Amount held by Non-Defaulting Lenders (or, following the Revolving Loan Commitment Termination Date, the aggregate principal amount of the Revolving Loans held by Non-Defaulting Lenders then outstanding plus the Letter of Credit Outstandings (iii) after giving effect to the definition participation of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Non-Defaulting Lenders or (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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenderstherein));
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 and consented to by the Borrower Borrowers and the Required LendersLenders (or, in the case of any Rate Protection Agreement, the Borrowers and the Lender party thereto); provided, however, that no such amendment, modification or waiver shall:
(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 aggregate amount of any Credit Extensions the Loans required to be made by a Lender pursuant to its CommitmentsLender, extend the final Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions made (or participated in) by a Lender, waive a default in the payment of principal, interest or Revolving Letters of Credit participated in by 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 for Date) of any Lender’s Loan'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) any amendment, modification or waiver 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);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 Lenders, without the consent of all Lenders, ;
(iie) increase the Stated Amount of any Class Letter of Lenders without Credit unless consented to by the consent of all Lenders Issuer of such ClassLetter of Credit; or
(f) affect adversely the interests, rights or obligations of the Administrative Agent (iii) in its capacity as the Required First Lien Facility Lenders without Administrative Agent), or the consent Issuer (in its capacity as Issuer), unless consented to by the Administrative Agent or the Issuer, as the case may be. No failure or delay on the part of all First Lien Facility Lenders the Administrative Agent, the Issuer or (iv) 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 Required Second Lien Facility Lenders without exercise of any other power or right. No notice to or demand on 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 consent of all Second Lien Facility Lenders;Administrative 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by Holdings, the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Credit Extensions made (or participated in) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Maturity Date for reduce any Lender’s Loan, fees described in each case Article III payable to any Lender without the consent of such Lender;
(c) extend any date of payment of principal for any Lender's Loan, or reduce or forgive the principal amount of, rate of interest or fees on any Loan or Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), or extend the date on which interest or fees are payable in respect of such Loan or Reimbursement Obligation, in each case, 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 (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 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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;
Appears in 1 contract
Sources: Credit Agreement (WRC Media Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 and consented to by the Borrower and the Required LendersLenders (or, in the case of any Rate Protection Agreement, the Borrower and the Lender party thereto); provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section 10.1 without the consent of all Lenders;
(b) increase the aggregate amount any Lender's Percentage of any Credit Extensions required to be made by a Lender pursuant to its CommitmentsCommitment Amount, increase any Lender's Commitment, extend the final Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions made (or participated in) by a Lender, waive a default in the payment of principal, interest or Revolving Letters of Credit participated in by 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 (including the final Stated Maturity Date for Date) of repayment or prepayment of any Lender’s Loan's Loans or the principal amount required to be repaid or prepaid on such date, 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 or change the application of payment contained in Section 3.1.2, in each case case, without the consent of such Lender (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 Loans and other Obligations shall only require the vote of the Required Lenders);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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 this Agreement (including, without limitation, Section 10.16) or another Loan Document, release (i) any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders Lenders; or
(g) affect adversely the interests, rights or obligations of such Classthe Administrative Agent (in its capacity as the Administrative Agent), or any Issuer (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;in its capacity as
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions Loans 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 (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 interest, principal or fees are payable in respect of such Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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 shall not constitute a reduction of the rate of interest hereunder);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its Obligations under the Loan Documents or any Subsidiary Guarantor from its obligations under the Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 such ClassAgent or such Issuer, as the case may be. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 (iiior amended and restated) with the written consent of the Required First Lien Facility 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 permitted to amend such provision and such amendment shall become effective without the any further action or consent of all First Lien Facility Lenders or (iv) any other party to any Loan Document if the same is not objected to in writing by the Required Second Lien Facility Lenders without the consent within five Business Days following receipt of all Second Lien Facility Lenders;notice thereof.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by Holdings, the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions Second-Lien Loans 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 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 case include the conversion of all or any part of the Obligations into equity of any Obligor), or extend the date on which such interest, fees or 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);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent 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) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders of such Class, Lenders;
(iiif) the Required First Lien Facility Lenders cause any monetary Obligation owing to any Lender to become contractually subordinated to any other Indebtedness owing to any other Person without the consent of all First Lien Facility Lenders such Lender;
(g) modify the definition of "Affiliate" or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders"Related Fund";
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of this Agreement and each Loan Document Security Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) 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 Credit Extensions Loans 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 LoanLoan or Synthetic Revolving 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 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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent 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 Class of Lenders Material Guarantor from its obligations made under its Guaranty, in each case without the consent of all Lenders Lenders;
(f) affect adversely the interests, rights or obligations of either Agent (in its capacity as an Agent), unless consented to by such ClassAgent; or
(g) modify, change or waive any provision of clause (c), (iiid) or (e) of Section 3.1.1 requiring that the Required First Lien Facility Lenders proceeds of prepayments thereunder are required to be applied to the Term Loans prior to the Revolving Loans or Synthetic Revolving Loans, in each case, without the consent of all First Lien Facility Lenders each Lender holding a Term Loan. No failure or (iv) delay on the Required Second Lien Facility Lenders without part of any Lender or either Agent in exercising any power or right under 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 consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on the Borrowers in any case shall entitle such Borrower to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: Credit Agreement (Aei)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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, or as otherwise permitted under Section 9.12 hereof) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no other such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 10.1, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Revolving Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions 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 LoanLoans, 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 reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III 3 payable to any Lender or extend the date on which principal, interest or fees are payable in respect of such Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of or “Required Class Borrowing Base Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under the Guaranty or any Security Document to which it is a party or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions or events. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.
Appears in 1 contract
Sources: First Lien Exit Credit Agreement (Energy XXI Gulf Coast, Inc.)
Waivers, Amendments, Etc. Except as expressly Each of the provisions of this Agreement (including, for the avoidance of doubt, Clause 12) and of each other Finance Document (except to the extent otherwise set forth therein, provisions in such Finance Document and except (without prejudice to Clause 12.31) in the case of each the Junior Loan Document Agreement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by each Obligor party thereto, the Borrower Principal Facilities Agent and the Required Lenders; provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 or a determination be made by, or with the consent of or in consultation with, all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender;
(ib) all Lenders modify this Clause, change the definition of the term "Required Lenders", change the Total Senior Commitment Amount or the Commitment Amount, Percentage or Funding Percentage of any Senior Lender or otherwise subject any Senior Lender to any additional obligation shall be made without the consent of all Lenderseach Senior Lender;
(c) (i) modify this Clause 18.1, (ii) change the definition of the term "Required Lenders", (iii) subject the Junior Lender to any Class additional obligations, (iv) amend or modify any provision of Lenders Clause 16, (v) change the definition of the terms "Junior Finance Documents", "Junior Loan" or "Junior Obligations", or (vi) amend or modify clause (w)(i) of the proviso to Clause 12.24 shall, in each case, be made without the consent of all Lenders the Junior Lender;
(d) extend the due date for, or reduce the amount of, any payment or prepayment of such Class, (iii) the Required First Lien Facility Lenders principal of or interest on any Loan or any other amount payable hereunder or under any other Finance Document in respect thereof be made without the consent of all First Lien Facility Lenders each Lender;
(e) affect the interests, rights or (iv) the Required Second Lien Facility Lenders obligations of any Representative or any MLA in their respective capacities as such shall be made without the consent of all Second Lien Facility Lenderssuch Representative or, as the case may be, such MLA;
(f) other than 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 any Representative (for the rateable 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 Senior Lender;
(g) materially reduce the obligations of any Guarantor under the Guarantee to which it is a party shall be made without the consent of each Senior Lender;
(h) modify any term of this Agreement or any other Finance Document expressly relating to the priority of application of any proceeds to (i) any amount outstanding in respect of any Loan made by any Lender, or (ii) any Obligations of any Obligor under any Project Risk Management Agreement to which any Lender is a party shall, in either such case, be made without the consent of such Lender;
(i) 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 Senior Lender; and
(j) pursuant to the Political Risk Insurance require the consent of the provider thereof, shall be made without the consent of such provider. No failure or delay on the part of any Finance Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Term Loan Commitment Termination Date of Revolving Loans Credit Extensions 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 '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 Term 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 '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's Term Loans, in each case without the consent of such LenderLender directly affected thereby;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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 (including as to permitted Dispositions and Section 7.2.10), release (i) the Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of any Secured Party in exercising any power or right under 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 any Obligor or the Personal Guarantor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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. All remedies shall be cumulative, and not exclusive of any and all First Lien Facility Lenders other remedies, whether provided pursuant to the Loan Documents or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;at law or otherwise.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to in writing by the each Borrower party thereto and the Required Lenders; provided, however, that no such amendment, modification or waiver shallshall be effective which would:
(a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders unless consented to in writing by each Lender;
(i) modify this Section 10.1, or clause (a) of Section 10.10, (ii) change the definition of “Required Lenders”, (iii) reduce any fees described in Article III, (iv) release all or substantially 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;
(c) permit outstanding Credit Extensions to exceed the Maximum Loan Amount or increase the Revolving Credit Commitment Amount without the consent of all Lenderseach Lender or increase the Revolving Credit Commitment of any Lender without the written consent of such Lender;
(bd) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, (i) extend the final Revolving Maturity Date, (ii) reduce the principal amount of or rate of interest on any Loan Commitment Termination Date of Revolving Loans made (or participated in) or Revolving Letters of Credit participated in by a reduce any fee payable to any Lender or (iii) extend the final Stated Maturity Date for date on which any Lender’s Loanprincipal payment, interest or fees are payable on any Loans, in each case without the written consent of such each Lender (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 Loans and other Obligations shall only require the vote of the Required Lenders);
(ce) reduce increase the principal 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 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 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 rate Eligible Inventory, the Excess Availability, the Maximum Loan Amount or any 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 definitions used within such Lender’s Loans or Second Lien Depositdefinitions, in each case to the extent otherwise permitted by this Agreement;
(h) have the effect (either immediately or at some later time) of enabling the Borrowers to satisfy a condition precedent set forth in Section 5.2 to the making of a Loan or the issuance of a Letter of Credit without the written consent of the Required Lenders; or
(i) amend the Security Documents without the consent of such Lender;
(d) (x) reduce the percentages set forth in (i) Required Lenders or the definition of “Required Lenders” Intercreditor Agreement without the consent of all the Required Lenders. Notwithstanding anything to the contrary contained in this Section 10.1, (ii) the definition of “Required Class Lenders” Administrative Agent may, without the consent of all Lenders any Lender, execute amendments or modifications of any Loan Document to cure any ambiguity, omission, defect or inconsistency therein. No failure or delay on the part of the Class whose percentage is being reducedAdministrative Agent, (iii) 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 definition exercise of “Required First Lien Facility Lenders” without any other power or right. No notice to or demand on 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 consent Administrative 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. For purposes of all First Lien Facility Lenders this Section 10.1, the Administrative Agent shall have primary responsibility, together with the Company, in the negotiation, preparation and documentation relating to any amendment, modification or (iv) the definition waiver of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders this Agreement, any other Loan Document or (y) modify any requirement hereunder that any particular action be taken by (i) all Lenders without the consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders other agreement or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;document related hereto or thereto contemplated pursuant to this Section 10.1.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sterling Chemicals Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification No amendment or waiver is of any provision of this Agreement or any other Loan Document, and no consent to any departure by Holdings, the Borrower or any other Subsidiary therefrom, shall be effective unless in writing signed by the Required Lenders and consented to by the Borrower and acknowledged by the Required LendersAdministrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, howeverfurther, that that
(a) no such amendment, modification waiver or waiver consent shall:
(ai) modify this extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of all Lenderssuch Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Article V or a waiver of any Default or Event of Default or a mandatory reduction in Commitments pursuant to the terms of this Agreement is not considered an extension or increase in Commitments of any Lender);
(bii) increase postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, Repayment Premiums, fees or other amounts due to the aggregate amount Lenders (or any of them) without the written consent of each Lender entitled to receive such payment (it being understood that a waiver of any Credit Extensions required Default or Event of Default shall not constitute such a postponement);
(iii) reduce the principal of, the rate of interest specified herein on, or any Repayment Premium or applicable Exit Fee specified herein on any Loan, or any other fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to be made by a Lender pursuant to its Commitmentsreceive such payment of principal, extend the final Revolving Loan Commitment Termination Date interest, fees or other amounts;
(iv) (x) amend or waive any provision of Revolving Loans made Section 9.4, or (y) amend or participated inwaive Section 4.4(e) or Revolving Letters any other provision providing for the pro rata treatment of Credit participated in by a Lender or extend the final Stated Maturity Date for any Lender’s LoanLenders, in each case without the written 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)directly affected thereby;
(cv) reduce the principal amount change any provision of or rate of interest on any Lender’s Loanthis Section 10.1(a), 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) the definition of “Required Lenders” without the written consent of all the Lenders or any provision of this Agreement or any other Loan Documents providing for consent or other action by all Lenders;
(vi) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement and the other Loan Documents, or release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee, in each case without the written consent of all the Lenders;
(vii) release or subordinate any Lien granted in favor of the Administrative Agent with respect to all or substantially all of the Collateral or release all or substantially all of the value of the guarantees of the Obligations provided by the Guarantors, in each case, other than in accordance with the terms of the Loan Documents;
(viii) amend, waive or modify the penultimate paragraph of Section 7.1, Section 7.15, or Section 10.14, in each case, without the consent of each Public-Side Lender; or
(ix) amend, waive or modify Section 11.6 hereof, without the consent of the Required Lenders; and
(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; provided, however, that notwithstanding anything to the contrary herein, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (ii) the definition Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of “Required Class Lenders” without the consent of a bankruptcy or insolvency proceeding and such determination shall be binding on all Lenders of the Class whose percentage is being reducedLenders. Any payments, fees or other consideration (iiiother than reimbursements for out-of-pocket expenses) received by or on behalf of the definition Administrative Agent or any of “Required First Lien Facility Lenders” without the Lenders in respect of any amendment, waiver or consent of all First Lien Facility under the Loan Documents shall be distributed to the Lenders or (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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;on a pro rata basis.
Appears in 1 contract
Sources: Credit Agreement (Valneva SE)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section 11.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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 Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions made (or participated in) or Revolving Letters of Credit 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'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 case case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 9.2 and Section 8.3 9.3 of amounts owing with respect to the Loans Loans, TLCs and other Obligations shall only require the vote of the Required Lenders);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) 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 the Issuer of such Letter of Credit;
(f) 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 time or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders Lenders;
(g) change any of such Class, the terms of clause (iiic) the Required First Lien Facility Lenders of Section 2.1.4 or Section 2.3.2 without the consent of all First Lien Facility Lenders the Swing Line Lender; or
(h) affect adversely the interests, rights or obligations of the Administrative Agent (ivin 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 the Required Second Lien Facility Lenders without Administrative Agent, the consent Syndication Agent or such Issuer, as the case may be. No failure or delay on the part of all Second Lien Facility Lenders;the Administrative Agent, the Syndication 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 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 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.
Appears in 1 contract
Sources: Amendment No. 4 (Weight Watchers International Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower Borrowers and the Required LendersLenders and acknowledged by the Administrative Agent; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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)Lender;
(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 or any scheduled payment (but not prepayments) of principal are payable in respect of such Lender’s Loans or Second Lien DepositLoans, 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 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) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 (and the consent of such Issuer shall be sufficient without the consent of the Required Lenders or any other Person);
(f) 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) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders; or
(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 the Issuer (in its capacity as the Issuer), unless consented to by such Administrative Agent, such Swing Line Lender or such Issuer, as the case may be. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of such Classthe applicable Lenders other than Defaulting Lenders), except that (iiiz) the Required First Lien Facility Lenders Commitment of any Defaulting Lender may not be increased or extended without the consent of all First Lien Facility Lenders such Lender and (y) any waiver, amendment or (iv) the Required Second Lien Facility Lenders without modification requiring the consent of all Second Lien Facility Lenders;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 permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and the Required Lenders; provided, however, PROVIDED that no such amendment, modification or waiver shall:
(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 Credit Extensions 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 '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 SECTION 8.2 and Section 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 's Loan, reduce any fees described in Article 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's Loans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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) either Borrower from its Obligations under the Loan Documents, Parent from its obligations under the Parent Guaranty and Pledge Agreement, Holdings from its obligations under the Holdings Guaranty and Pledge Agreement or any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, or (ii) any Class all or substantially all of Lenders the collateral security under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: Credit Agreement (United Surgical Partners Holdings Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of this Agreement and of each other Loan Document (other than Rate Protection Agreements, Letters of Credit and the Fee Letter (which documents may be amended or otherwise modified in accordance with their terms)) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiary Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Obligors party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the Stated Expiry Date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.4 shall not constitute a reduction in the rate of interest or fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Loan Documents) under all the Security Documents or release all or substantially all of the Subsidiary Guarantors (except as expressly provided in the Loan Documents) under the Subsidiary Guaranty, (iii) amend, modify or waive any provision of this Section 11.1 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, howeverprovided further, that no such amendmentchange, modification waiver, discharge or waiver shall:
termination shall (a) modify this Section without the consent of all Lenders;
(b1) increase the aggregate amount Commitments of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend over the final Revolving Loan Commitment Termination Date of Revolving Loans made (or participated in) or Revolving Letters of Credit participated amount thereof then in by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case effect without the consent of such Lender (it being agreedunderstood that waivers or modifications of conditions precedent, covenants, Defaults or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of the Issuer, amend, modify or waive any provision of Article IV or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Article X or any other provision as same relates to the rights or obligations of the Administrative Agent, or (5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. Notwithstanding the foregoing provisions of this Section 11.1, the Administrative Agent and the Borrower may, in connection with implementation or maintenance of any CP Program, Conduit Program or MTN Program, without the consent of any Lender, enter into any amendment, supplement or other modification to any Enhancement Letters of Credit or Enhancement Letter of Credit Application and Agreement, in form and substance satisfactory to the Administrative Agent, to cure any ambiguity or to correct or supplement any provision in this Agreement or any other Loan Document that may be inconsistent with any provision applicable to such CP Program, Conduit Program or MTN Program; provided, however, that (i) any vote to rescind such action shall not have an adverse effect on the interests of the Lenders and (ii) a copy of any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect such amendment, supplement or other modification shall be furnished to the Loans and other Obligations shall only require Lenders or the vote Issuer in accordance with the notice provisions hereof not later than five days prior to the execution thereof by the Administrative Agent. No failure or delay on the part of the Required Lenders);
(c) reduce Administrative Agent, the principal amount of or rate of interest on any Lender’s LoanIssuer, reduce any fees described in Article III payable to any Lender or extend the date 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 which interest the Borrower in any case shall entitle it to any notice or fees are payable demand in respect similar or other circumstances. No waiver or approval by the Administrative 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 Lender’s Loans waiver or Second Lien Depositapproval, in each case without the consent of such Lender;
(d) (x) reduce the percentages set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders be applicable to subsequent transactions. No waiver or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders approval hereunder shall require any similar or (y) modify any requirement hereunder that any particular action dissimilar waiver or approval thereafter to be taken by (i) all Lenders without the consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;granted hereunder.
Appears in 1 contract
Sources: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification No amendment or waiver is of any provision of this Agreement or any other Transaction Document, and no consent to any departure by the Transferor, the Servicer or any other party to any Transaction Document therefrom, shall be effective unless in writing and consented to signed by the Borrower Requisite Purchasers and the Required LendersTransferor, the Servicer or the applicable party to such Transaction Document, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification waiver or waiver consent shall:
(a) modify this Section increase or extend any Purchaser’s Purchaser Commitment or subject any Purchaser to additional obligations without the written consent of all Lenderssuch Purchaser;
(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 postpone or extend the final Stated Maturity Date any date fixed by this Agreement or any other Transaction Document for any Lender’s Loan, in each case payment of fees or any other amounts due to any Purchaser hereunder without the written 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)each Purchaser directly affected thereby;
(c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III or other amounts payable to any Lender Purchaser hereunder (including without limitation the Purchasers’ Investment and Yield Reserve owing thereto) without the written consent of each Purchaser directly affected thereby; provided, however, that only the consent of the Requisite Purchasers shall be necessary (i) to amend the definition of “Default Rate” or extend (ii) to waive any obligation of the date Transferor, Servicer or Guarantor to pay interest at the Default Rate;
(d) change any Purchaser’s Percentage without the written consent of such Purchaser;
(e) amend this Section or Section 8.10 without the written consent of each Purchaser;
(f) release the Guarantor from any obligation undertaken by it pursuant to the Purchase and Sale Agreement without the written consent of each Purchaser;
(g) substitute or add Obligors without the written consent of each Purchaser;
(h) amend Section 7.01(i) of the Agreement to reduce the minimum debt ratings required as to any Obligor set forth therein without the written consent of each Purchaser; or
(i) change any provision of this Section or the definition of “Requisite Purchasers” or any other provision hereof specifying the number or percentage of Purchasers required to amend, waive or otherwise modify any rights hereunder without the written consent of each Purchaser; provided further, that no amendment, waiver or consent shall (i), unless in writing and signed by the Administrative Agent in addition to the Requisite Purchasers or all the Purchasers, as the case may be, affect the rights or duties of the Administrative Agent under any Transaction Document, or (ii) have the effect of making any Purchaser’s Percentage hereunder a different percentage than its Applicable Percentage under the Mattel Credit Agreement. No notice to or demand on any Seller Party in any case shall entitle any Seller Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.01 shall be binding upon each Purchaser at the time outstanding, each future Purchaser and, if signed by the Seller Parties, on the Seller Parties. Notwithstanding anything to the contrary herein, no Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which interest by its terms requires the consent of all Purchasers may be effected with the consent of all Purchasers other than Defaulting Purchasers), except that (i) the Purchaser Commitment of a Defaulting Purchaser may not be increased or extended, the Purchasers’ Investment or (except as provided in the proviso in clause (c) above) the Yield Reserve owing to such Defaulting Purchaser or fees are or other amounts payable in respect hereunder or under any other Transaction Document to such Defaulting Purchaser may not be reduced, nor the Percentage of Purchasers’ Investment of such Lender’s Loans or Second Lien DepositDefaulting Purchaser be reduced without, in each case case, the consent of such Defaulting Purchaser and (ii) any amendment, waiver or consent may not postpone any date fixed by this Agreement or any other Transaction Document for any payment of Purchasers’ Investment, Yield Reserve, fees or other amounts due to the Defaulting Purchaser without the consent of such Lender;
Defaulting Purchaser, (diii) any amendment, waiver or consent requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser, (xiv) reduce no amendment to the percentages set forth in exception of which this clause (iiv) the definition of “Required Lenders” is a part shall be effective without the consent of all Lenderseach Defaulting Purchaser, and (iiv) the definition of “Required Class Lenders” without any amendment of, or consent waiver with respect to, Section 10.15 shall require the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;Requisite Purchasers and each Defaulting Purchaser.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Hedging Agreements, Letters of Credit or the Fee Letters, 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 consented to by the Borrower Borrowers and the Required Majority Lenders; provided, however, that no other such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 9.2 and Section 8.3 9.3 of amounts owing with respect to the Loans and other Secured Obligations shall only require the vote of the Required Majority Lenders);
(c) reduce reduce, the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any fees described in Article III 3 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 DepositLoans, in each case without the consent of such LenderLender (provided that, the vote of Majority Lenders shall be sufficient to waive the payment, or reduce the increased portion, of interest accruing under Section 3.2.2);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of or “Required Class Majority Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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) any Borrower from its Obligations under the Loan Documents or any Guarantor from its Obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;
(g) 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) or the Swing Line Lender (in its capacity as Swing Line Lender) unless consented to by the Administrative Agent or the Issuer or the Swing Line Lender, as the case may be; or
(h) amend the definition of “Borrowing Base” or effect any increases thereto unless consented to by all of the Lenders. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Sources: First Lien Credit Agreement (Milagro Oil & Gas, Inc.)
Waivers, Amendments, Etc. Except as expressly otherwise set forth thereinSubject to Section 2.11.3 and Section 4.2(b), provisions of each Loan Document may from time to time be amended, modified or waived, if such no amendment, modification modification, termination or waiver is 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 consented to signed by the Administrative Agent, the Parent, the Borrower and the Required Lenders; provided, however, that no and each such amendment, modification modification, termination or waiver shallshall be effective only in the specific instance and for the specific purpose for which given; provided that:
(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 Commitmentseach Lender, extend the final Revolving Loan Commitment Termination Date of Revolving Loans made (no such amendment, modification, termination 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 waiver shall: (i) except to the extent permitted by Section 2.11, change any provision of this Agreement 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 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 any other Indebtedness (other than Indebtedness incurred pursuant to Section 8.2(f)); or (vi) amend Section 9.6;
(b) without the consent of all Lenderseach Lender adversely affected thereby, no such amendment, modification, termination or waiver of this Agreement or any other Loan Document shall: (iii) 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 Class LendersLenders shall be necessary (x) to amend the definition of “Default Rate” or to waive any obligation of the applicable Borrower to pay interest or Letter of Credit fees at the Default Rate or (y) to amend any financial covenant hereunder (or any defined term used therein) or other defined term even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder; or (iii) extend the due date for, or reduce the amount of, any scheduled prepayment under Section 3.1.2(a) or Section 3.1.2(b) of principal on any Loan or Reimbursement Obligation;
(c) 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 any 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 all Lenders any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of the Class whose percentage is being reducedlocal counsel, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 cure ambiguities, omissions, mistakes or defects or (z) cause such guaranty, Collateral Document or other related documents to be taken by consistent with this Agreement and the other Loan Documents and (ic) all Lenders the Loan Parties and the Administrative Agent may, without the input or consent of all Lendersany other Lender, (ii) effect such amendments to the Loan Documents as may be necessary or appropriate to effect the provisions of Section 2.11. No failure, delay or course of dealing on the part of any Class Lender Party in exercising any power, right or privilege under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of Lenders without any such power, right or privilege preclude any other or further exercise thereof or the consent exercise of any other power, right or privilege. No notice to or demand on the Parent, the Borrower or any other Loan Party in any case shall entitle it to any notice or demand in similar or other circumstances. The remedies provided in this Agreement are cumulative and shall be in addition to and independent of all Lenders rights, powers and remedies existing by virtue of such Class, (iii) any state or rule of Law or in any of the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Wayfair Inc.)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 any final Revolving Loan Commitment Termination Date of Revolving Loans made (with respect to a Lender's Commitment, or participated in) or Revolving Letters of Credit participated reduce any fees described in by a Lender or extend the final Stated Maturity Date for Article III payable to any Lender’s Loan, in each any such case without the consent of such Lender; provided, however, that, unless all of the Lenders consent to the contrary, (i) the aggregate Commitments may not be increased at a time when any Default has occurred and is continuing and (ii) the aggregate Commitments may not be increased to an aggregate amount which is $25,000,000 greater than the aggregate Commitments existing on the Effective Date;
(c) extend or waive any date of payment of principal for any Lender's Loan (other than pursuant to Section 3.1.1(e), (f) or (g)), or reduce the principal amount of, rate of interest or fees on any Loan or Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor), or extend or waive the date on which interest or fees are payable in respect of such Loan or Reimbursement Obligation, in each case, 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 (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 Loans and other Obligations shall only require the vote of the Required Lenders);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) 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 the Subsidiary Guaranty (other than in connection with a Disposition of all or substantially all of the Capital Stock of such Subsidiary Guarantor in a transaction permitted by Section 7.2.11) or (ii) any Class the Administrative Agent's Liens on all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders;
(i) amend, 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 Swing Line Loan or the issuance of a Letter of Credit unless such amendment, modification or waiver shall have been consented to by the holders of at least a majority of the Revolving Loan Commitments.
(g) amend, modify or waive the provisions of clause (b) of Section 3.1.2, or effect any other 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, unless, in any such case, such amendment, modification or waiver shall have been consented to by the holders of at least a majority of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitments, the Lenders holding at least a majority of the Revolving Loan Commitments; (it being agreed and understood that modifications which affect all Lenders ratably shall not be considered hereunder as affecting Lenders of any Tranche differently).
(h) with respect to any LIBO Rate Loan, waive the requirement that each Lender consent to an Interest Period of twelve months with respect to such ClassLoan, unless consented to by each Lender making such Loan;
(iiii) change any of the Required First Lien Facility Lenders terms of Section 2.3.2 without the consent of all First Lien Facility Lenders the Swing Line Lender; or
(j) affect adversely the interests, rights or obligations of the Administrative Agent (ivin its capacity as the Administrative Agent) or the Required Second Lien Facility Lenders without Issuer, unless consented to by the consent Administrative Agent or the Issuer, as the case may be. No failure or delay on the part of all Second Lien Facility Lenders;the Administrative Agent, the Issuer or any Lender in exercising any power or right under 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 any 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 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.
Appears in 1 contract
Sources: Credit Agreement (Stericycle Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Obligor or Obligors party to such Loan Document and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or 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 Commitments or extend the final Stated Maturity Date for any Lender’s LoanLoans, 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 reduce the rate of interest on any Lender’s LoanLoans, reduce any fees described in Article III payable to any Lender Lender, waive payment Defaults or extend the scheduled date on which principal, interest or fees are payable in respect of such Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) change (xeither positive or negative) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, release (i) the any Obligor from its Obligations under the Loan Documents to which such Obligor is a party or (ii) any Class of Lenders collateral (unless in connection with a Disposition permitted under Section 7.2.10) under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(f) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent). No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such Classpower or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, (iii) 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. Further, notwithstanding anything to the contrary contained in Section 10.1, if within sixty days following the effective date of any Loan Document, 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 permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required First Lien Facility Lenders without the consent within five Business Days following receipt of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;notice thereof.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Required LendersLenders (except as permitted in accordance with clause d of Section 2.2.3); provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders shall be effective unless consented to by each Lender;
(b) modify this Section 10.1, decrease the percentage contained in the definition of “Required Lenders”, release (i) all Lenders or 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 Loan Document, or extend the Commitment Termination Date shall be made without the consent of all Lenderseach 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);
(c) increase the aggregate amount of Credit Extensions required to be made by or participated in by a Lender, reduce any fees described in Article III payable to a Lender, extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (iior reduce the principal amount of or rate of interest on any Loan (other than the rate of interest on any amounts past due under Section 3.2.2) any Class of Lenders a Lender shall be made without the consent of all Lenders such adversely affected Lender;
(d) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Class, Letter of Credit;
(iiie) the Required First Lien Facility Lenders modify Section 3.1.2 without the consent of all First Lien Facility Lenders the Swingline Lender;
(f) affect adversely the interests, 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 Agent or the Issuer or the Swingline Lender in its capacity as Swingline Lender, as the case may be; or
(ivg) the Required Second Lien Facility Lenders waive payment defaults shall be made without the consent of all Second Lien Facility Lenders;each Lender. No failure or delay on the part of any 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 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 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower and the Required Lenders; provided, however, that no other such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders, ;
(iie) increase the Stated Amount of any Class Letter of Lenders without Credit unless consented to by the consent of all Lenders Issuer of such Class, (iii) the Required First Lien Facility Lenders without the consent Letter of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility LendersCredit;
Appears in 1 contract
Sources: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Credit Extensions made (or participated in) or Revolving Letters of Credit 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'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 case case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section Sections 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);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer or increase the amount of any Loan Note Guaranty unless consented to by the Loan Note Guarantor;
(f) except as otherwise expressly provided in a Loan Document or in connection with and to effectuate permitted asset sales, release (i) any Borrower from its Obligations under the Loan Documents or any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(g) change any of such Class, (iii) the Required First Lien Facility Lenders terms of or Section 2.3.2 without the consent of all First Lien Facility Lenders the Swing Line Lender;
(h) change any of the terms of or (iv) the Required Second Lien Facility Lenders Sections 2.3.3 or 2.9 without the consent of all Second Lien Facility Lenders;the Administrative Agent; or
(i) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), the Swing Line Lender (in its capacity as Swing Line Lender), the Other Currency Lender (in its capacity as Other Currency Lender), the Issuer (in its capacity as Issuer), or the Loan Note Guarantor (in its capacity as Loan Note Guarantor), unless consented to by the Administrative Agent, the Swing Line Lender, the Other Currency Lender, the Issuer or the Loan Note Guarantor, as the case may be. No failure or delay on the part of the Administrative Agent, the Issuer, the Loan Note Guarantor or any Lender in exercising any power or right under 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 any 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, the Loan Note Guarantor or any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly The provisions of this Agreement and of each other Loan Document (except to the extent otherwise set forth therein, provisions of each in such Loan Document Document) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by each Obligor and/or, as the Borrower 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 Lenders; provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 or a determination be made by, or with the consent of or in consultation with, all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender;
(ib) all Lenders modify this Clause, modify Clause 8.2.7 change the definition of the term "REQUIRED LENDERS", change the Total Commitment Amount or the Percentage or Funding Percentage of any Lender or otherwise subject any Lender to any additional obligation shall be made without the consent of all Lenderseach Lender;
(c) extend the due date for, (ii) or reduce the amount of, any Class payment or prepayment of Lenders 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 consent of all Lenders each Lender;
(d) affect the interests, rights or obligations of the Agent, either Arranger or any Co-Arranger in their respective capacities as such Class, (iii) the Required First Lien Facility Lenders shall be made without the consent of all First Lien Facility Lenders the Agent or, as the case may be, such Arranger or Co-Arranger;
(ive) other than as specifically permitted by this Agreement or the Required Second Lien Facility Lenders 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 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 all Second Lien Facility Lenderseach 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 other Loan Document expressly relating to the priority 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
(h) pursuant to the Political Risk Insurance require the consent of the provider thereof, shall be made without the consent of such provider. No failure or delay on the part of any 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 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 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to signed by a duly authorized officer of the Borrower Obligor and a duly authorized officer of the Obligee, and the Required Lendersprovisions of the other Operative Documents may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and signed by a duly authorized officer of the party against which the enforcement of the amendment, modification or waiver is sought; provided, however, that no such amendment, modification or waiver shallof this Agreement or any other Operative Document shall be effective to:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (y1) modify any requirement hereunder that any particular action be taken by (i) all Lenders the Lenders, all the Class I Certificateholders or all the Participants without the written consent of all the Lenders, all the Class I Certificateholders or all the Participants, as the case may be;
(ii2) modify this Section 36 or clause (a) of Section 14, change the definition of "Required Class I Certificateholders", "Required Lenders" or "Required Participants" amend or otherwise modify Part V of the Trust Agreement, release the Guarantor from its obligations under the Guaranty or release all or substantially all of the collateral security (except as otherwise specifically provided in any Class of Lenders Operative Document), without the written consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenderseach Participant;
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, (a) The provisions of this Agreement and of each Loan Document may from time to time be amended, modified or waived, (1) if such amendment, modification or waiver is in writing and and, (x) in the case of an amendment or modification, is consented to by the Borrower Issuer and the Required LendersHolders and (y) in the case of a waiver of any obligation of the Issuer or compliance with any prohibition contained in this Agreement or any other Document, is consented to by the Required Holders or (2) as otherwise provided in any Document; provided, however, that no such amendment, modification or waiver shallof the following shall be effective unless:
(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) the definition of “Required Lenders” without the consent of all Lendersconsented to by each Holder, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reducedif such amendment, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders modification or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (y) waiver would modify any requirement hereunder that any particular action be taken by (i) all Lenders without the consent of all Lenders, Holders or by the Required Holders;
(ii) consented to by each Holder, if such amendment, modification or waiver would modify this Section 11.1, change the definition of "Required Holders," or subject any Class of Lenders without the consent of all Lenders of such Class, Holder to any additional obligations;
(iii) consented to by each Noteholder, if such amendment, modification or waiver would reduce any amounts payable to such Holders described in Article 2, extend the Required First Lien Facility Lenders without Stated Maturity Date, extend the consent due date for, or reduce the amount of, any payment or prepayment of all First Lien Facility Lenders 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 all or substantially all of the Required Second Lien Facility Lenders without Collateral;
(v) 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 consent terms hereof;
(vi) 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;
(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; or
(viii) consented to by each Noteholder, if such amendment, modification or waiver would, after the Issuer's obligation to prepay Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make any prepayment of the Notes.
(b) No failure or delay on the part of any Holder in exercising any power or right under this Agreement or any other 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 in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Holder 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 Holder 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 Second Lien Facility Lenders;of the Obligations. Recourse for security shall not be required at any time. To the extent that the Issuer makes a payment or payments to the Holders, 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. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower and the Required Lenders; provided, however, that (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 consent of, any Lender that has agreed to provide any such Incremental Term Loan Commitment and (ii) no other such amendment, modification or waiver 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 Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions 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 '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 Sections 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 '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's Loans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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 Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(g) (i) amend, modify or waive clause (b) of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders Section 3.1.1 or (ivii) have the Required Second Lien Facility 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 shall have been consented to by the Lenders without holding a majority of the consent aggregate amount of all Second Lien Facility Lenders;the then outstanding Revolving Loan Commitments; or
(h) 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 the Administrative Agent or such Issuer, as the case may be. No failure or delay on the part of any Credit Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than 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 consented to by the Borrower and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or 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 Credit Extensions 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 '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 (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s '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's Loans, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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 Borrower from its Obligations under the Loan Documents or the Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section 11.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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 Revolving Loan -97- 105 Commitment Termination Date of Revolving Loans Credit Extensions made (or participated in) or Revolving Letters of Credit 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'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 case case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 9.2 and Section 8.3 9.3 of amounts owing with respect to the Loans Loans, TLCs and other Obligations shall only require the vote of the Required Lenders);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) 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 the Issuer of such Letter of Credit;
(f) 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 time or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;
(g) change any of the terms of clause (c) of Section 2.1.4 or Section
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Sources: Credit Agreement (Weight Watchers International Inc)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than 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 consented to by the Borrower and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section Section, in each case, without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions Loans 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 (by way of forgiveness), the principal amount of or reduce the rate of interest on any Lender’s Loan, reduce any prepayment premium or 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 DepositLoans, in each case without the consent of such LenderLender (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 shall not constitute a reduction of the rate of interest hereunder);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, release (i) the Borrower or the Company from their respective Obligations under the Loan Documents or any Subsidiary Guarantor from its obligations under the Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(f) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) or the Collateral Agent (in its capacity as the Collateral Agent) unless consented to by such ClassAgent. No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, (iii) 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 contained in Section 10.1, if within sixty days following the Closing Date, the Administrative Agent and the Company 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 Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required First Lien Facility Lenders without the consent within five Business Days following receipt of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;notice thereof.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Letters of Credit, the Agents' 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 consented to by the Borrower Borrowers and the Required Lenders; provided, however, provided that no such amendment, modification or waiver shall:
(a) modify or waive the provisions of Section 4.8 requiring pro rata treatment of the Lenders or modify this Section 12.1 without the consent of all LendersLenders (except such amendments as may be required for the purpose (but solely for the purpose) of effecting an increase of a Commitment Amount or the inclusion of a new commitment pursuant to clause (g) below);
(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitmentsa Commitment (it being understood that waivers or modifications (x) of conditions precedent, covenants, Defaults or Events of Default or (y) of a mandatory reduction in the Commitment Amount relating to such Commitment shall not constitute an increase of the aggregate amount of Credit Extensions that may be required to be made by such Lender pursuant to such Commitment), extend the any final Revolving Loan Commitment Termination Date or reduce any fees described in Article III payable to any Lender (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.4 shall not constitute a reduction in the fees payable under Article III), in each case without the consent of Revolving Loans made such Lender;
(or participated inc) or Revolving Letters of Credit participated in by a Lender or extend the final Stated Maturity Date for any Lender’s 's Loan, or, except for the waiver of any applicable post default increase in interest rates or fees, reduce the principal amount of, rate of interest or fees on any Loan or Reimbursement Obligations (which shall in each case include the conversion of all or any part of the Obligations into equity of any Obligor (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.4 shall not constitute a reduction in the rate of interest or fees for the purposes of this clause (c) so long as the principal purpose of such amendment or modification was not to reduce the rate of interest or fees)), or extend the date on which interest or fees are payable in respect of such Loan or Reimbursement Obligation, in each case case, without the consent of the Lender which has made such Lender Loan or, in the case of a Reimbursement Obligation, the respective Issuer owed, and those Lenders participating in, such Reimbursement Obligation (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 Loans and other Obligations shall only require the vote of the Required Lenders);
(cd) reduce the principal amount percentage set forth in the definition of or rate of interest on any Lender’s Loan"Required Lenders" (it being understood that, 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 with the consent of such Lender;
(d) (x) reduce the percentages set forth in (i) the definition of “Required Lenders” without , additional extensions of credit pursuant to this Agreement may be included in the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders determination of the Class whose percentage is being reduced, (iiiRequired Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Amendment Effective Date) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(e) except as otherwise expressly provided in a Loan Document, (i) permit the assignment by either Borrower of its Obligations under the Loan Documents, (ii) release Holdings from its Obligations under the Holdings Guaranty, the U.S. Borrower from its obligations under the U.S. Borrower Guaranty or any Class Subsidiary Guarantor from its Obligations under the Subsidiary Guaranty (other than in connection with a Disposition of Lenders all or substantially all of the Capital Stock of such Subsidiary Guarantor in a transaction permitted by Section 7.2.11) or (iii) release all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders; provided that the Required Lenders may at any time consent to the release of any Subsidiary Guarantor that (A) accounted for no more than 15% of consolidated revenues of Holdings and its Subsidiaries for the four consecutive Fiscal Quarters of Holdings ending on June 30, 2003 or if more recent financial information is (or is required to be) available, the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 7.1.1, financial statements have been, or are required to have been, delivered by Holdings to the Administrative Agents and (B) has assets which represent no more than 15% of the consolidated assets of Holdings and its Subsidiaries as of June 30, 2003, or if more recent financial information is (or is required to be) available, the last day of the last Fiscal Quarter of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 7.1.1, financial statements have been, or are required to have been, delivered by Holdings to the Administrative Agents;
(f) amend, modify or waive clause (b) of Section 3.1.1 in a manner adverse to the holders of Revolving Loan Commitments unless such Classamendment, modification or waiver shall have been consented to by the holders of at least a majority of the Revolving Loan Commitments;
(g) amend, modify or waive the provisions of clause (a)(i), (iiic), (d), (e), (f), (g), (h) or (j) of Section 3.1.1 or clause (b) of Section 3.1.2, unless such amendment, modification or waiver shall have been consented to by the holders of at least a majority of the aggregate amount of Loans outstanding under the Tranche or Tranches adversely affected by such modification (it being agreed that, in the event consented to by the Required First Lien Facility Lenders Lenders, any increase in a Commitment Amount or the inclusion of another commitment to extend credit under this Agreement shall not be deemed for purposes of this clause (g) to constitute a modification that would adversely affect a Tranche);
(h) change any of the terms of Section 2.3.2 without the consent of all First Lien Facility Lenders the Swing Line Lender affected thereby; or
(i) affect adversely the interests, rights or obligations of any Agent (ivin its capacity as an Agent) or the Required Second Lien Facility Lenders without Issuer, unless consented to by such Agent or the consent Issuer, as the case may be. No failure or delay on the part of all Second Lien Facility Lenders;any Agent, the Issuer or any Lender in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Agent, the Issuer or any 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. For purposes of this Section 12.1, the Administrative Agents, in coordination with the Syndication Agent, shall have primary responsibility, together with the Borrowers, in the negotiation, preparation and documentation relating to any amendment, modification or waiver under this Agreement, any other Loan Document or any other agreement or document related hereto or thereto contemplated pursuant to this Section.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions the Loans required to be made by a Lender pursuant to its Commitments, extend the final Revolving Loan Commitment Termination Date of Revolving Loans made (Commitments 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;
(c) extend any scheduled date of payment of principal for any Lender’s Loan, 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 Loan, without the consent of the Lender which has made such Loan;
(d) change the currency of payment of any principal, interest, premium or fees, in respect of the Loans, without the consent of all Lenders;
(xe) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(i) except as provided in Section 12.11(a), (ii) release the Guaranty or all or substantially all of the Collateral or any Class of Lenders other guaranty under the Loan Documents without the consent of all Lenders or (ii) release a material portion of such Classthe 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 (iiiin its capacity as such) unless consented to by the Required First Lien Facility Lenders Administrative Agent;
(h) affect adversely the interests, rights or obligations of the Collateral Agent (in its capacity as such) unless consented to by the Collateral Agent (at the direction of the Administrative Agent);
(i) amend, modify or waive the provisions of Section 3.01(c) or the sharing provisions of Section 4.06 without the consent of all First Lien Facility Lenders or Lenders;
(ivj) affect adversely the Required Second Lien Facility Lenders ability of any Lender to assign any of its rights and obligations under this Agreement without the consent of all Second Lien Facility Lenders;such Lender; or
(k) modify the definition of “Interest Period” to permit Interest Periods in excess of three months without the consent of each Lender directly affected thereby. Notwithstanding the foregoing, no consent of any Person shall be required for amendments, modifications or waivers of any provision of Article VIII that the 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 Lender in exercising any power or right under 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 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 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.
Appears in 1 contract
Sources: Term Loan, Security and Guaranty Agreement (Venoco, Inc.)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower and the Required Lenders; provided, however, that (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 consent of, any Lender that has agreed to provide any such Incremental Term Loan Commitment and (ii) no other such amendment, modification or waiver 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 Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions 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 Sections 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 DepositLoans, in each case without the consent of such Lender;
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(i) amend, modify or waive clause (b) of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders Section 3.1.1 or (ivii) have the Required Second Lien Facility 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 shall have been consented to by the Lenders without holding a majority of the consent aggregate amount of all Second Lien Facility Lenders;the then outstanding Revolving Loan Commitments; or
(h) 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 the Administrative Agent or such Issuer, as the case may be. No failure or delay on the part of any Credit Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than any Letter of Credit or a Rate Protection Agreement) under which amendments, modifications and waivers may be effected by the parties thereto) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 any Lender pursuant to its Commitments, extend the final Revolving Loan any Commitment Termination Date of Revolving Loans made (or participated in) or Revolving Letters of Credit participated in by a Lender or any Lender, extend the final any Stated Maturity Date for any Lender’s LoanLoan or Synthetic Deposit, or reduce any fees described in Article III payable to any Lender, 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 9.2 and Section 8.3 9.3 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 to any Lender’s Loans or Second Lien Deposit, in each case without the consent of such LenderLender (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);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its Obligations under the Loan Documents or any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders;
(g) amend, modify or waive Section 5.2.1, unless, in either case, such amendment, modification or waiver shall have been consented to by the Lenders holding a majority of such Classthe aggregate amount of the Revolving Loan Exposure;
(h) change any provision of this Agreement in a manner that by its terms adversely affects the rights in respect of payments due to either Revolving Loan Lenders, (iii) Term Loan Lenders or Synthetic Lenders, differently from the Required First Lien Facility Lenders other Lenders, without the consent of all First Lien Facility either the Revolving Loan Lenders, Term Loan Lenders or (iv) Synthetic Lenders, as applicable, holding a majority in interest of the Required Second Lien Facility Lenders without applicable portion of the consent Total Exposure Amount of all Second Lien Facility such adversely affected Lenders;
(i) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) or any Issuer, unless consented to by the Administrative Agent or such Issuer, as the case may be; or
(j) with respect to any LIBO Rate Loan, amend, waive or modify the requirement that the Interest Period relative to any such Loan be one, two, three, six or, if available to all Lenders, nine or twelve months in duration, unless consented to by each Lender making such Loan. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) extend any Commitment Termination Date or modify this Section 10.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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, Commitments or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(c) 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 '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 payable in respect of such Lender's Loans, in each case without the consent of such Lender (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 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) change the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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) release (i) any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders as expressly provided herein or therein; or
(g) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First case may be. No failure or delay on the part of the Administrative 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 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 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. Notwithstanding the foregoing, collateral shall be released from the Lien Facility Lenders without of the consent Loan Documents from time to time as necessary to effect any sale or pledge of assets permitted by this Agreement and the Loan Documents, and the Administrative Agent shall execute and deliver all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenders;release documents reasonably requested to evidence such release.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrower, the Parent and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Credit Extensions 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 '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 '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's Loans, in each case without the consent of such Lender;
(d) amend, modify or waive the provisions of clause (xe), (f), (g) or (h) of Section 3.1.1 or clause (b) of Section 3.1.2, in any case in such a manner as to adversely affect the rights of the Lenders participating in any particular Tranche differently from the rights of Lenders participating in any other Tranche without the consent of the Lenders holding more than 50% of the aggregate amount of Loans outstanding under the Tranche or Tranches adversely affected by such amendment, modification or waiver;
(e) reduce the percentages set forth amount or extend the date of any mandatory Commitment reductions otherwise required pursuant to Section 2.2.2, in (i) the definition of “Required Lenders” each case without the consent of all Lenders, ;
(iif) reduce the percentage set forth in the definition of “"Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced", (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 consent of all Lenders;
(g) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(h) except as otherwise expressly provided in a Loan Document, release (i) the Borrower from its Obligations under the Loan Documents, the Parent from its obligations under this Agreement or the Parent Pledge Agreement, or any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(i) 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 the Administrative Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. All rights and remedies provided for in this Agreement are cumulative, and not exclusive of rights and remedies provided by law. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower Borrowers and the Required LendersLenders and acknowledged by the Administrative Agent; provided, however, provided that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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)Lender;
(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 or any scheduled payment (but not prepayments) of principal are payable in respect of such Lender’s Loans or Second Lien DepositLoans, 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 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) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 (and the consent of such Issuer shall be sufficient without the consent of the Required Lenders or any other Person);
(f) 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) any Class all or substantially all of Lenders 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 such Administrative Agent, such Swing Line Lender or such Issuer, as the case may be; or
(h) permit assignments by any Obligor of its rights or obligations under the credit facilities without the written consent of each Lender, the Administrative Agent, the Collateral Agent, the Swing Line Lender and the Issuers. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of such Classthe applicable Lenders other than Defaulting Lenders), except that (iiiz) the Required First Lien Facility Lenders Commitment of any Defaulting Lender may not be increased or extended without the consent of all First Lien Facility Lenders such Lender and (y) any waiver, amendment or (iv) the Required Second Lien Facility Lenders without modification requiring the consent of all Second Lien Facility Lenders;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 permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, (a) The provisions of each Loan Document (not including, for any purposes of this Section 10.1 hereof, the Fee 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 consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(ai) modify this Section 10.1 without the consent of all LendersLenders (other than any Defaulting Lenders at such time except with respect to clauses (ii) and (iii) below);
(bii) 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 Credit Extensions 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 each such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 hereof of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);
(ciii) reduce the principal amount of or rate of interest on any Lender’s LoanLoan 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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of each such Lender;
(div) (x) reduce modify the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of or “Required Class Supermajority Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 a specific percentage of Lenders (i) all whether it be Required Lenders, Required Supermajority Lenders without the consent of or all Lenders, (ii) any Class of Lenders without the consent of all Lenders (other than any Defaulting Lenders at such time);
(A) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such ClassLetter of Credit, (iiiB) extend the Required First Lien Facility Lenders Stated Expiry Date of any Subfacility Letter of Credit beyond the Commitment Termination Date without compliance with all requirements of Section 2.1.2(b) hereof, without the consent of all First Lien Facility of the Lenders deemed to participate in such Letter of Credit or (ivC) extend the Required Second Lien Facility Lenders Stated Expiry Date of any Standby Letter of Credit beyond the Commitment Termination Date without compliance with all requirements of Section 2.1.3(b) hereof, without the consent of all Second of the Lenders (other than any Defaulting Lenders at such time) deemed to participate in such Letter of Credit;
(vi) except as expressly provided in Section 10.13(a) herein or otherwise as expressly provided in this Agreement or any other Loan Document, (A) release Borrowers from all of their Obligations under the Loan Documents, (B) release any parties from the Guarantee Agreement comprising all or substantially all of the value represented by the Guarantee Agreement, or (C) release all or substantially all of the Collateral from the Liens under the Loan Documents or all or substantially all of the Borrowing Base Assets or Leasehold Property (except as permitted in accordance with Section 7.2.11 hereof), in each case without the consent of all Lenders (other than any Defaulting Lenders at such time);
(vii) increase the five (5%) percent of the Borrowing Base cap on Special Agent Advances made pursuant to Section 2.1.1 and additional Revolving Loans made pursuant to Section 10.20 hereof, without the consent of all Lenders (other than any Defaulting Lenders at such time);
(viii) (A) increase the advance percentage rates constituting part of the Borrowing Base (in excess of the stated advance percentage rates in effect on the date hereof), or (B) modify the definition of “Borrowing Base” (or any of the defined terms referred to in the definition of the term Borrowing Base) but only to the extent such proposed modification would result in the increase in the advance rates above those in effect on the date hereof or in the increase of the amount of the Borrowing Base, in each case without the consent of the Required Supermajority Lenders (other than any Defaulting Lenders at such time) and the Co-Collateral Agents;
(ix) amend, modify or waive any terms of Section 9.11 hereof, or amend the definition of “Co-Collateral Agents”, in each case without the consent of each of the Co-Collateral Agents;
(x) except as provided in Section 2.2.1 hereof, increase the Maximum Credit (other than as a result of an increase to the Maximum Credit pursuant to and in accordance with the terms of Section 2.2.1 hereof), in each case without the consent of all Lenders (other than any Defaulting Lenders at such time);
(xi) affect adversely the interests, rights or obligations of Agent or any Co-Collateral Agent (in its capacity as Agent or Co-Collateral Agent, as applicable) or the Issuer (in its capacity as Issuer), in each case without the consent of Agent, such Co-Collateral Agent or the Issuer, as the case may be;
(xii) decrease the minimum amount of Excess Availability required to be maintained by Borrowers under Section 7.2.4 hereof without the consent of the Required Supermajority Lenders (other than any Defaulting Lenders at such time) and the Co-Collateral Agents;
(xiii) except as expressly provided in Section 10.13(a) hereof or otherwise as expressly provided in this Agreement or any other Loan Document, subordinate any Lien Facility Lenders;in favor of the Agent on any Collateral, or subordinate any of the Obligations, without the consent of Co-Collateral Agents and all Lenders (other than any Defaulting Lenders at such time); or
(xiv) change the relative priority as set forth in Section 8.4 hereof, without the consent of all Lenders (other than any Defaulting Lenders at such time).
(b) No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in connection with any amendment, modification, waiver, discharge or termination, in the event that any Lender whose consent thereto is required shall fail to consent or fail to consent in a timely manner (such Lender being referred to herein as a “Non-Consenting Lender”), but the consent of any other Lenders to such amendment, modification, waiver, discharge or termination that is required are obtained, if any, then either Administrative Borrower (so long as no Default shall have occurred and be continuing and otherwise pursuant to the terms of Section 4.11 hereof) or ▇▇▇▇▇ Fargo Bank shall have the right, but not the obligation, at any time thereafter to cause such Non-Consenting Lender, and upon the exercise by either Administrative Borrower or ▇▇▇▇▇ Fargo Bank of such right, such Non-Consenting Lender shall have the obligation, to sell, assign and transfer to ▇▇▇▇▇ Fargo Bank or such Eligible Assignee as either Administrative Borrower or ▇▇▇▇▇ Fargo Bank, as the case may be, may specify, the Commitment of such Non-Consenting Lender and all rights and interests of such Non-Consenting Lender pursuant thereto. Administrative Borrower or ▇▇▇▇▇ Fargo Bank, as the case may be, shall provide the Non-Consenting Lender with prior written notice of its intent to exercise its right under this Section, which notice shall specify on date on which such purchase and sale shall occur. Such purchase and sale shall be pursuant to the terms of a Lender Assignment Agreement (whether or not executed by the Non-Consenting Lender), except that on the date of such purchase and sale, ▇▇▇▇▇ Fargo Bank, or such Eligible Assignee specified by Administrative Borrower or ▇▇▇▇▇ Fargo Bank, shall pay to the Non-Consenting Lender (except as ▇▇▇▇▇ Fargo Bank and such Non-Consenting Lender may otherwise agree) the amount equal to: (i) the principal balance of the Loans held by the Non-Consenting Lender outstanding as of the close of business on the Business Day immediately preceding the effective date of such purchase and sale, plus (ii) amounts accrued and unpaid in respect of interest and fees payable to the Non-Consenting Lender to the effective date of the purchase. Such purchase and sale shall be effective on the date of the payment of such amount to the Non-Consenting Lender and the Commitment of the Non-Consenting Lender shall terminate on such date.
(d) The consent of Agent and each Bank Product Provider that is providing Bank Products to Borrowers and has outstanding any such Bank Products at such time that are secured under the Loan Documents shall be required for any amendment to the priority of payment of Obligations arising under or pursuant to any Rate Protection Agreements of a Borrower or other Bank Products as set forth in Section 8.4 hereof.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders, the Required Lenders or the Required Borrowing Base Lenders shall be effective unless consented to by each Lender;
(ib) all Lenders modify this Section 11.1, change the definition of “Required Lenders”, “Required Borrowing Base Lenders” or “Restricted Subsidiary”, other than as permitted under Section 2.8, eliminate the Borrowing Base, increase the Commitment Amount or the Percentage of any Lender, change the definition of “Prime Rate” or “LIBOR” to reduce interest or the Applicable Margin payable by the Borrower, reduce any fees described in Article III, release any Subsidiary Guaranty required by Section 7.9 unless Section 7.9 no longer requires such Subsidiary Guaranty, or extend any Commitment Termination Date, without the consent of all Lenders, (ii) any Class of Lenders without the consent of all Lenders of such Class, (iii) the Required First Lien Facility Lenders without the consent of all First Lien Facility Lenders or (iv) the Required Second Lien Facility Lenders without the consent of all Second Lien Facility Lenderseach Lender;
Appears in 1 contract
Sources: Credit Agreement (Pogo Producing Co)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) extend any Commitment Termination Date or modify this Section 10.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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, Commitments or reduce any fees described in Article III payable to any Lender without the consent of such Lender;
(c) 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 '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 case case, without the consent of such Lender (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 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) change the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 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) release (i) any Guarantor from its obligations under a Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders as expressly provided herein or therein;
(g) change any of such Class, the terms of clause (iiid) the Required First Lien Facility Lenders of Section 2.1.4 or Section 2.3.2 without the consent of all First Lien Facility Lenders Scotiabank; or
(h) affect adversely the interests, rights or obligations of the Administrative Agent (iv) in its capacity as the Required Second Lien Facility Lenders without Administrative Agent), or any Issuer (in its capacity as Issuer), unless consented to by the consent Administrative Agent or such Issuer, as the case may be. No failure or delay on the part of all Second Lien Facility Lenders;the Administrative 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 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 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.
Appears in 1 contract
Sources: Credit Agreement (Titan Corp)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Cash Management Agreements, 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 consented to by the Borrower Company and the Required Lenders (or the Administrative Agent acting as directed by the Required Lenders); provided, howeverthat any amendment that would disproportionately affect the obligation of the Company (i) to reimburse obligations under the Revolving Facility will not be effective without the approval of the Required Revolving Lenders or (ii) to make any payments with respect to Loans under the Term Facility will not be effective without the approval of the Required Term Lenders or; provided, further, that no such amendment, modification or waiver shall:
(a) modify Section 4.7(b) or Section 4.8 (as it relates to sharing of payments) or this Section or change any provision of this Agreement in any manner that would alter the pro rata sharing of payments or other amounts or the pro rata treatment of the Lenders, in each case, without the written consent of all Lenderseach Lender directly and adversely affected thereby;
(b) extend or increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, postpone or extend the any date scheduled for any payment of principal (including at final Revolving Loan Commitment Termination Date maturity) of Revolving Loans Credit Extensions 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 (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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) change the required application of any repayments or prepayments pursuant to Section 3.1.2 without the written consent of each Lender directly and adversely affected thereby;
(xe) reduce the percentages set forth in change any provision of (i) the definition of “Required Lenders” without the consent of all Lenders, this Section 10.1 or (ii) the definition of “Required Class Revolving Lenders” or “Required Term Lenders” without the written consent of each Lender directly and adversely affected thereby;
(f) change the currency of any outstanding loan without the written consent of each Lender directly and adversely affected thereby;
(g) change any provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents to reduce the percentage set forth therein, without the written consent of all Lenders of the Class whose percentage is being reduced, Lenders;
(iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (yh) modify any requirement hereunder that any particular action be taken by (i) all Lenders without the consent of all Lenders;
(i) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(j) except as otherwise expressly provided in a Loan Document, release (i) the Borrowers from their Obligations under the Loan Documents, (ii) any Class Guarantors from the Subsidiary Guaranty is such release would release all or substantially all of Lenders the value of the Subsidiary Guaranty or (iii) all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(k) affect adversely the interests, rights or obligations of any Agent (in its capacity as such ClassAgent), any Issuer (iiiin its capacity as Issuer), the Swingline Lender (in its capacity as Swingline Lender), a Cash Management Bank (in its capacity as a Cash Management Bank) or a Qualified Counterparty (in its capacity as a Qualified Counterparty), unless consented to by such Person, as the case may be; or
(l) amend, waive or otherwise modify any term or provision of Section 7.2.4, the definition of “Total Net Debt Leverage Ratio” or the definition of “Interest Coverage Ratio” (or any of their respective component definitions (as used solely in such Section but not as used in other Sections of this Agreement)), without the written consent of the Required First Lien Facility Lenders Revolving Lenders, but without the consent of any other Lenders. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 any provision herein to the contrary, this Agreement may be amended to extend the Stated Maturity Date of (x) the Revolving Loan Commitments of Revolving Lenders that agree to such extension with respect to their Revolving Loan Commitments with the written consent of each such approving Revolving Lender, the Administrative Agent and the applicable Borrowers (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Revolving Facility with respect to the portion of the Revolving Loan Commitments with a Stated Maturity Date so extended; and (y) the Term Facility with respect to Term Loan Lenders that agree to such extension with respect to their Term Loans with the written consent of each such approving Term Loan Lender, the Administrative Agent and the Company (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Term Facility with respect to the portion thereof with a Stated Maturity Date so extended; provided, that in each such case any such proposed extension of the Stated Maturity Date with respect to a Credit Facility shall have been offered to each Lender with Loans or Commitments under the applicable Credit Facility proposed to be extended, and if the consents of such Lenders exceed the portion of Commitments and Loans the applicable Borrowers wishes to extend, such consents shall be accepted on a pro rata basis among the applicable consenting Lenders. This paragraph shall apply to any Incremental Term Loans in the same manner as it applies to the Term Facility; provided, that any such offer may, at the Company’s option, be made to the Lenders in respect of any tranche or tranches of Incremental Term Loans and/or the Term Facility without being made to any other tranche of Incremental Term Loans or the Term Facility, as the case may be. If any Lender is a non-consenting Lender, the Company may replace such non-consenting Lender in accordance with Section 4.10. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all First Lien Facility Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (ivi) the Required Second Lien Facility Lenders Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Second Lien Facility Lenders;Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained in Section 10.1, if at any time after the Closing Date, the Agent and the Company shall have jointly identified an ambiguity, obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (such notice to be provided to the Lenders by the Agent).
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(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 Credit Extensions made (or participated in) or Revolving Letters of Credit 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 =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 case case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind any acceleration made pursuant to Section Sections 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);
(cd) 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 percentage set forth in (i) the definition of “"Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer or increase the amount of any Loan Note Guaranty unless consented to by the Loan Note Guarantor;
(f) except as otherwise expressly provided in a Loan Document or in connection with and to effectuate permitted asset sales, release (i) any Borrower from its Obligations under the Loan Documents or any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(g) change any of such Class, (iii) the Required First Lien Facility Lenders terms of or Section 2.3.2 without the consent of all First Lien Facility Lenders the Swing Line Lender;
(h) change any of the terms of or (iv) the Required Second Lien Facility Lenders Sections 2.3.3 or 2.10 without the consent of all Second Lien Facility Lenders;the Administrative Agent; or
(i) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), the Swing Line Lender (in its capacity as Swing Line Lender), the Other Currency Lender (in its capacity as Other Currency Lender), the Issuer (in its capacity as Issuer), or the Loan Note Guarantor (in its capacity as Loan Note Guarantor), unless consented to by the Administrative Agent, the Swing Line Lender, the Other Currency Lender, the Issuer or the Loan Note Guarantor, as the case may be. No failure or delay on the part of the Administrative Agent, the Issuer, the Loan Note Guarantor or any Lender in exercising any power or right under 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 any 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, the Loan Note Guarantor or any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Hedging Agreements, Letters of Credit, the Subsidiary Guaranty, Issuer Documents or Arrangement Letters, 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 consented to by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify clause (b) of Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section 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 Revolving Loans Credit Extensions 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 LoanLoan past the Final Maturity Date, 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)Lender;
(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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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 any amendment or modification of defined terms used in the financial ratios in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause unless it results in an actual reduction in such interest or fees);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its Obligations under the Loan Documents or any one or more Subsidiary Guarantors from their respective obligations under all or substantially all of the value of the Subsidiary Guaranty or (ii) any Class during a Security Period, all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 the Administrative Agent, such ClassIssuer or the Swing Line Lender, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders any Secured Party in exercising any power or (iv) right under 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 Required Second Lien Facility Lenders without the consent exercise of all Second Lien Facility Lenders;any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of 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 consented to by the Borrower and the Required Lenders; providedprovided that, however, that no such amendment, modification or waiver shall:
(a) modify Section 4.7, Section 4.8 (as it relates to sharing of payments) or this Section Section, in each case, without the consent of all Lenderseach affected Lender;
(b) increase the aggregate amount of any Credit Extensions Loans 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 (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 interest, principal or fees are payable in respect of such Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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 shall not constitute a reduction of the rate of interest hereunder);
(d) (x) reduce the percentages percentage set forth in (i) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 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 Borrower from its Obligations under the Loan Documents or any Subsidiary Guarantor from its obligations under the Guaranty or (ii) any Class all or substantially all of Lenders the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders; or
(g) 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 such ClassAgent, such Issuer, or such Swing Line Lender, as the case may be. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 (iiior amended and restated) with the written consent of the Required First Lien Facility 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 permitted to amend such provision and such amendment shall become effective without the any further action or consent of all First Lien Facility Lenders or (iv) any other party to any Loan Document if the same is not objected to in writing by the Required Second Lien Facility Lenders without the consent within five Business Days following receipt of all Second Lien Facility Lenders;notice thereof.
Appears in 1 contract
Sources: Credit Agreement (Hanesbrands Inc.)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, 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 consented to by the Borrower Borrowers and the Required Lenders; provided, however, that no such amendment, modification or waiver shallwhich would:
(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) the definition of “Required Lenders” without the consent of all Lenders, (ii) the definition of “Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (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 all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender;
(ib) modify this Section 10.1, change the definition of "Required Lenders", increase any Commitment Amount or the Percentage of any Lender, reduce any fees described in Article III, release any Guarantor from its obligations under its Guaranty or release all Lenders 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 all Lenderseach Lender and each holder of a Note;
(c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (iior reduce the principal amount of or rate of interest on any Loan) any Class of Lenders shall be made without the consent of all Lenders the holder of that Note evidencing such ClassLoan;
(d) affect adversely the interests, (iii) rights or obligations of the Required First Lien Facility Lenders Issuer qua the Issuer shall be made without the consent of all First Lien Facility Lenders the Issuer;
(e) affect adversely the interests, rights or obligations of any Agent, the Arranger or the Co-Arranger (ivin its capacity as such) shall be made without consent of such Agent, the Required Second Lien Facility Lenders Arranger or the Co-Arranger, as the case may be; or
(f) modify clause (a)(i) of Section 3.1.1 or clause (b) of Section 3.1.2 without the consent of all Second Lien Facility Lenders;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 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 any Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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.
Appears in 1 contract
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of each Loan Document (other than Cash Management Agreements, 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 consented to by the Borrower Company and the Required Lenders (or the Administrative Agent acting as directed by the Required Lenders); provided, howeverthat any amendment that would disproportionately affect the obligation of the Company (i) to reimburse obligations under the Revolving Facility will not be effective without the approval of the Required Revolving Lenders or (ii) to make any payments with respect to Loans under the Term Facility will not be effective without the approval of the Required Term Lenders or; provided, further, that no such amendment, modification or waiver shall:
(a) modify Section 4.7(b) or Section 4.8 (as it relates to sharing of payments) or this Section or change any provision of this Agreement in any manner that would alter the pro rata sharing of payments or other amounts or the pro rata treatment of the Lenders, in each case, without the written consent of all Lenderseach Lender directly and adversely affected thereby;
(b) extend or increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, postpone or extend the any date scheduled for any payment of principal (including at final Revolving Loan Commitment Termination Date maturity) of Revolving Loans Credit Extensions 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 (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 Lender’s Loans or Second Lien DepositLoans, in each case without the consent of such LenderLender (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);
(d) change the required application of any repayments or prepayments pursuant to Section 3.1.2 without the written consent of each Lender directly and adversely affected thereby;
(xe) reduce the percentages set forth in change any provision of (i) the definition of “Required Lenders” without the consent of all Lenders, this Section 10.1 or (ii) the definition of “Required Class Revolving Lenders” or “Required Term Lenders” without the written consent of each Lender directly and adversely affected thereby;
(f) change the currency of any outstanding loan without the written consent of each Lender directly and adversely affected thereby;
(g) change any provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents to reduce the percentage set forth therein, without the written consent of all Lenders of the Class whose percentage is being reduced, Lenders;
(iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders or (iv) the definition of “Required Second Lien Facility Lenders” without the consent of all Second Lien Facility Lenders or (yh) modify any requirement hereunder that any particular action be taken by (i) all Lenders without the consent of all Lenders;
(i) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(j) except as otherwise expressly provided in a Loan Document, release (i) the Borrowers from their Obligations under the Loan Documents, (ii) any Class Guarantors from the Subsidiary Guaranty is such release would release all or substantially all of Lenders the value of the Subsidiary Guaranty or (iii) all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders Lenders;
(k) affect adversely the interests, rights or obligations of any Agent (in its capacity as such ClassAgent), any Issuer (iiiin its capacity as Issuer), any Swingline Lender (in its capacity as Swingline Lender), a Cash Management Bank (in its capacity as a Cash Management Bank) or a Qualified Counterparty (in its capacity as a Qualified Counterparty), unless consented to by such Person, as the case may be; or
(l) amend, waive or otherwise modify any term or provision of Section 7.2.4, the definition of “Total Net Leverage Ratio”, “Senior Secured Net Leverage Ratio” or the definition of “Fixed Charge Coverage Ratio” (or any of their respective component definitions (as used solely in such Section but not as used in other Sections of this Agreement)), without the written consent of the Required First Lien Facility Lenders Revolving Lenders, but without the consent of any other Lenders. No failure or delay on the part of any Secured Party in exercising any power or right under 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 any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any 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 any provision herein to the contrary, this Agreement may be amended to extend the Stated Maturity Date of (x) the Revolving Loan Commitments of Revolving Lenders that agree to such extension with respect to their Revolving Loan Commitments with the written consent of each such approving Revolving Lender, the Administrative Agent and the applicable Borrowers (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Revolving Facility with respect to the portion of the Revolving Loan Commitments with a Stated Maturity Date so extended; and (y) the Term Facility with respect to Term Loan Lenders that agree to such extension with respect to their Term Loans with the written consent of each such approving Term Loan Lender, the Administrative Agent and the Company (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Term Facility with respect to the portion thereof with a Stated Maturity Date so extended; provided, that in each such case any such proposed extension of the Stated Maturity Date with respect to a Credit Facility shall have been offered to each Lender with Loans or Commitments under the applicable Credit Facility proposed to be extended, and if the consents of such Lenders exceed the portion of Commitments and Loans the applicable Borrowers wishes to extend, such consents shall be accepted on a pro rata basis among the applicable consenting Lenders. This paragraph shall apply to any Incremental Term Loans in the same manner as it applies to the Term Facility; provided, that any such offer may, at the Company’s option, be made to the Lenders in respect of any tranche or tranches of Incremental Term Loans and/or the Term Facility without being made to any other tranche of Incremental Term Loans or the Term Facility, as the case may be. If any Lender is a non-consenting Lender, the Company may replace such non-consenting Lender in accordance with Section 4.10. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all First Lien Facility Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (ivi) the Required Second Lien Facility Lenders Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Second Lien Facility Lenders;Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained in Section 10.1, if at any time after the Closing Date, the Agent and the Company shall have jointly identified an ambiguity, obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (such notice to be provided to the Lenders by the Agent).
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Waivers, Amendments, Etc. Except as expressly otherwise set forth therein, The provisions of this Agreement (including the Schedules hereto (other than Schedule II hereto, which may be modified in accordance with Section 10.2 or Section 10.11.1)) and of each other Loan Document (other than Lender Hedging Agreements, Letters of Credit, the Commitment Letter and the 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 consented to in writing by the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:
(a) modify this Section 10.1 without the consent of all Lenders;
(b) increase the aggregate amount of any Credit Extensions 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, extend the final Revolving Loan Commitment Termination Date of Revolving Loans Credit Extensions made (or participated in) or Revolving Letters of Credit 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 due date for any scheduled repayment of principal of any Lender’s 's Loan, or reduce the principal amount of, prepayment premium with respect to or rate of interest on any Lender's Loan or extend the date on which interest, premium or fees are payable in respect of such Lender's Loans, in each case case, without the consent of such Lender (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 Loans and other Obligations shall only require the vote of the Required LendersLenders (as defined in clause (b) of the definition thereof);
(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) amend, modify or waive provisions of clause (xa)(i), (c), (d), (e), (f), (g) reduce or (h) of Section 3.1.1 or clause (b) of Section 3.1.2, in any case in such a manner as to adversely affect the percentages set forth rights of the Lenders participating in (i) any particular Tranche differently from the definition rights of “Required Lenders” Lenders participating in any other Tranche without the consent of all Lendersthe Lenders holding more than 50% of the aggregate amount of Loans (or, in the case no Loans are then outstanding with respect to a Tranche, the Commitments) outstanding under the Tranche or Tranches adversely affected by such amendment, modification or waiver (provided that, in addition to (an not in limitation of) the requirements of this clause (d), any amendment, modification or waiver of the provisions of clause (c), (iid), (e) or (f) of Section 3.1.1 or clause (b) of Section 3.1.2 that would adversely affect the rights of Lenders holding Term A Loans or Revolving Loan Commitments from receiving a mandatory prepayment of Term A Loans or a permanent reduction of the Revolving Loan Commitment Amount pursuant to such provisions shall require the consent of Lenders holding more than 50% of the sum of the Revolving Loan Commitment Amount and the aggregate principal amount of Term A Loans then outstanding);
(e) reduce the percentage set forth in the definition of “"Required Class Lenders” without the consent of all Lenders of the Class whose percentage is being reduced, (iii) the definition of “Required First Lien Facility Lenders” without the consent of all First Lien Facility Lenders " or (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 consent of all Lenders;
(f) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;
(g) except as otherwise expressly provided in this Agreement or another Loan Document, release (i) any Guarantor from its obligations under a Guaranty (it being understood that the Administrative Agent may release the Guaranty of a Subsidiary Guarantor in connection with a Disposition of all, or substantially all, of the Capital Stock of such Subsidiary Guarantor in a transaction permitted by Section 7.2.11) or (ii) all or any Class substantial part of Lenders the collateral under the Loan Documents, in either case without the consent of all Lenders Lenders; or
(h) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent), the Technical Agent (in its capacity as the Technical Agent) or any Issuer (in its capacity as Issuer), unless consented to by the Administrative Agent, Technical Agent or such ClassIssuer, (iii) as the Required First Lien Facility Lenders without case may be. No failure or delay on the consent part of all First Lien Facility Lenders the Administrative Agent, the Technical Agent, any Issuer or (iv) 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 Required Second Lien Facility Lenders without exercise of any other power or right. No notice to or demand on the consent of all Second Lien Facility Lenders;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 Technical 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.
Appears in 1 contract