Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 5 contracts
Sources: Eighth Amended and Restated Credit and Security Agreement (WestRock Co), Credit and Security Agreement (WestRock Co), Credit and Security Agreement (WestRock Co)
Waivers and Amendments. (a) No failure or delay on the part of the Program Agent, any Managing Agent or any Lender Investor in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b); it being understood that notwithstanding anything in this Section 13.1(b) to the contrary, no material amendment to this Agreement shall become effective with respect to any Conduit Investor unless, if required by the documents governing such Conduit Investor’s commercial paper program, such Conduit Investor (or the applicable Managing Agent on its behalf) shall have received written confirmation from each of the Rating Agencies that such amendment shall not result in the reduction or withdrawal of the rating of such Conduit Investor’s Commercial Paper. The Loan PartiesConduit Investors, Seller, Servicer, the Managing Agents and the Program Agent, at the direction of the Required Committed Lenders and the Administrative Agent Investors, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, provided that no such modification or waiver shall:
(i) without the consent of each affected LenderInvestor, (A) extend the Scheduled Commitment Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to the Program Agent or any Managing Agent for the benefit of the LendersInvestors, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderInvestor, any Committed LenderInvestor’s Pro Rata Share (except as may be required pursuant to a Conduit Investor’s Support Facilities) or any Committed LenderInvestor’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors, Section 9.1(e) or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseAggregate Reserves”, “Cash Receipt Date”, “Charged-Off Receivable”, “Concentration Limit”, “Default Ratio”, “Defaulted Receivable”, “Delinquency Ratio”, “Delinquent Receivable”, “Dilution Horizon Ratio”, “Dilution Ratio”, “Dilution Reserve,” “Dilution Reserve Percentage”, “Eligible Receivable,” “Investor Interest”, “Loss Horizon Ratio”, “Loss Ratio”, “Loss Reserve,” ”, “Dilution Loss Reserve Percentage”, “Net Receivable Pool Balance”, “Receivable”, “Stress Factor”, “Turnover Rate”, “Yield and Servicer Fee Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” ”, or “Required Yield and Servicer Fee Reserve Factor FloorPercentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in in, clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 4 contracts
Sources: Receivables Purchase Agreement (Colorado Interstate Gas Co), Receivables Purchase Agreement (Anr Pipeline Co), Receivables Purchase Agreement (Southern Natural Gas Co)
Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b)Section. The Loan PartiesThis Agreement and the provisions hereof may only be amended, supplemented, modified or waived in a writing signed by the Borrower, the Required Committed Lenders Servicer and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Required Lenders; provided, however, that no such modification or waiver shall:
(i) without the consent of each affected any Lender, the Administrative Agent and the Borrower may amend this Agreement solely to add additional Persons as Lenders hereunder and to increase the Facility Limit accordingly; (ii) the Administrative Agent, the Servicer and the Lenders may enter into amendments to modify any of the terms or provisions of Article IX of this Agreement without the consent of the Borrower, provided that (x) such amendment has no negative impact upon the Borrower, and (y) unless an Amortization Event has occurred and is continuing, the Borrower shall have the right to consent to the appointment of a successor Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed and (iii) without the consent of each Lender directly affected thereby, the other parties hereto may not (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP CostsInterest), (C) reduce any fee payable to any the Administrative Agent for the benefit of the Lendersany Lender, (D) except pursuant to Article XII hereof, change the amount of the principal Principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentAdvance, (E) release all or substantially all of the Collateral, (F) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b)Section, (FG) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (GH) change the definition of “Amortization Event”, Borrowing Base,” ”, “Commitment”, “Obligor Concentration Limit”, “Loss Horizon Ratio”, “Dilution Reserve”, “Eligible Receivable,”, “Net Receivables Balance” and “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorPercentage” or (HI) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or. Any modification or waiver made in accordance with this Section shall be binding upon each of the parties hereto.
Appears in 4 contracts
Sources: Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc)
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement (other than an amendment pursuant to and in accordance with Section 2.18) or any other Loan Document (other than any Fee Letter), and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification waiver, amendment, or waiver consent shall:
(ia) increase or extend any Revolver Commitment of any Lender without the written consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender,
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document without the written consent of each Lender adversely affected Lender, thereby,
(A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (Bc) reduce the principal of, or the rate of interest on, any loan or extend the time other extension of payment of Interest credit hereunder, or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee fees or other amounts payable to hereunder or under any Agent for other Loan Document without the benefit written consent of the Lenders, each Lender adversely affected thereby,
(Dd) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s “Pro Rata Share Share” or any Committed Lender’s Commitment, Sections 2.3 or 10.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby,
(Ee) amend, amend or modify this Section or waive any provision of this Agreement providing for consent or other action by all Lenders without the definition written consent of Required Committed Lenders or this Section 14.1(b), each Lender,
(F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (Gf) change the definition of “Borrowing Base,Required Lenders” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” without the written consent of each Lender, or
(g) other than as permitted by Article XII, release any Loan Party from any obligation for the payment of money without the written consent of each Lender, and provided further, however, that no amendment, waiver or “Required Reserve Factor Floor” consent shall, unless in writing and signed by Agent or (H) amend the respective Issuing Lender, as applicable, affect the rights or modify any defined term (duties of Agent or such Issuing Lender, as applicable, under this Agreement or any defined term used directly other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or indirectly in such defined term) used in clauses (A) through (G) above in a manner release of, or with respect to, any provision of this Agreement or any other Loan Document that would circumvent relates only to the intention relationship of the restrictions set forth Lender Group among themselves, and that does not affect the rights or obligations of Borrower, shall not require consent by or the agreement of Borrower. The foregoing to the contrary notwithstanding, an amendment to this Agreement to effectuate an Approved Increase shall only require the consent of Borrower, the Agent and the new Lender and shall not require the consent of any other Lender. If any action to be taken by the Lender Group or Agent hereunder requires the greater than majority or unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement or if any Lender is a Defaulting Lender hereunder, then Agent or, if no Event of Default has occurred and is continuing, Borrower, upon at least 5 Business Days’ prior irrevocable notice to the Holdout Lender or Defaulting Lender, may permanently replace the Holdout Lender or Defaulting Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender or Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Defaulting Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or such Defaulting Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of any participation in any Letter of Credit Usage) without any premium or penalty of any kind whatsoever. If the Holdout Lender or Defaulting Lender shall refuse or fail to execute and deliver any such clauses; orAssignment and Acceptance prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Defaulting Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments, and the other rights and obligations of the Holdout Lender or Defaulting Lender hereunder and under the other Loan Documents, the Holdout Lender or Defaulting Lender, as applicable, shall remain obligated to make its Pro Rata Share of Loans and to purchase a participation in each Letter of Credit, in accordance with this Agreement.
Appears in 4 contracts
Sources: Amendment No. 6 (Ares Management Lp), Amendment No. 5 (Ares Management Lp), Amendment No. 4 (Ares Management Lp)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Company, each Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any modification or waiver, the Rating Agencies then rating the commercial paper notes issued by any Company shall have confirmed that the ratings of the commercial paper notes of such Company will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower any Seller or the any Servicer, (B) reduce the rate or extend the time of payment of Interest Yield, any fees or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Company’s Pro Rata Share, any LC Participant’s LC Share, any Financial Institution’s Commitment or LC Amount or any Committed LenderCompany’s CommitmentCompany Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower any Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Yield and Servicer Reserve,” “Default Ratio,” “Delinquency Ratio,” “Dilution Reserve,” or “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveDilution Ratio” or “Required Reserve Factor Floor” amend or modify Section 9.1(f) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 4 contracts
Sources: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(ba) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Commitment Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except as may be required pursuant to the Liquidity Agreement) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"Applicable Maximum Purchaser Interest,” “" "Applicable Stress Factor," "Dilution Ratio," "Dilution Reserve," "Eligible Receivable,” “" "Loss Ratio," "Loss Reserve,” “Dilution " "Loss Percentage," "Net Receivables Balance" or "Yield and Servicer Fee Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 3 contracts
Sources: Receivables Purchase Agreement (Metropolitan Edison Co), Receivables Purchase Agreement (Pennsylvania Power Co), Receivables Purchase Agreement (Pennsylvania Electric Co)
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement (other than an amendment pursuant to and in accordance with Section 2.17) or any other Loan Document (other than any Fee Letter), and no consent with respect to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Agent at the written request of the Required Lenders) and the Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification waiver, amendment, or waiver consent shall:
(ia) increase or extend any Revolver Commitment of any Lender without the written consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender,
(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document without the written consent of each Lender adversely affected Lender, thereby,
(A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (Bc) reduce the principal of, or the rate of interest on, any loan or extend the time other extension of payment of Interest credit hereunder, or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee fees or other amounts payable to hereunder or under any Agent for other Loan Document without the benefit written consent of the Lenders, each Lender adversely affected thereby,
(Dd) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s “Pro Rata Share Share” or any Committed Lender’s Commitment, Sections 2.3 or 10.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby,
(Ee) amend, amend or modify this Section or waive any provision of this Agreement providing for consent or other action by all Lenders without the definition written consent of Required Committed Lenders or this Section 14.1(b), each Lender,
(F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (Gf) change the definition of “Borrowing Base,Required Lenders” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” without the written consent of each Lender, or
(g) other than as permitted by Article XII, (i) release any Loan Party from any obligation for the payment of money or (Hii) amend release any Guarantor from its guarantee of the Revolving Credit Facility (other than as required by this Agreement or modify any defined term (the other Loan Documents), in each case, without the written consent of each Lender, and provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by the Agent affect the rights or duties of the Agent under this Agreement or any defined term used directly other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or indirectly in such defined term) used in clauses (A) through (G) above in a manner release of, or with respect to, any provision of this Agreement or any other Loan Document that would circumvent relates only to the intention relationship of the restrictions set forth Lender Group among themselves, and that does not affect the rights or obligations of the Borrower, shall not require consent by or the agreement of the Borrower. The foregoing to the contrary notwithstanding, an amendment to this Agreement to effectuate an Approved Increase in accordance with Section 2.17 shall only require the consent of the Borrower, the Agent and the new Lender and shall not require the consent of any other Lender. If any action to be taken by the Lender Group or the Agent hereunder requires unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement or if any Lender is a Defaulting Lender hereunder, then the Agent or, if no Event of Default has occurred and is continuing, the Borrower, upon at least five Business Days’ prior irrevocable notice to the Holdout Lender or Defaulting Lender, may permanently replace the Holdout Lender or Defaulting Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender or Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Defaulting Lender shall specify an effective date for such clauses; orreplacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or such Defaulting Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Holdout Lender or Defaulting Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Defaulting Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments, and the other rights and obligations of the Holdout Lender or Defaulting Lender hereunder and under the other Loan Documents, the Holdout Lender or Defaulting Lender, as applicable, shall remain obligated to make its Pro Rata Share of Loans in accordance with this Agreement.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Fifth Street Asset Management Inc.), Credit Agreement (Fifth Street Asset Management Inc.)
Waivers and Amendments. (a) No failure or delay on the part of any Agent the Collateral Agent, the Managing Agents or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b12.1(b). The Loan PartiesConduit Purchasers, Seller, the Servicer, the Managing Agents and the Collateral Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Collateral Agent or the Managing Agents for the benefit of the LendersPurchasers, (D) except pursuant to Article XII XI hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (except as may be required pursuant to a Conduit Purchaser’s Liquidity Agreement) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b12.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseConcentration Limit,” “Eligible ReceivableDefaulted Receivables,” “Loss ReserveDefault Proxy Ratio,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orDelinquency
Appears in 3 contracts
Sources: Receivables Purchase Agreement (McKesson Corp), Receivables Purchase Agreement (McKesson Corp), Receivables Purchase Agreement (McKesson Corp)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a Majority of the Registrable Securities, right or remedy the obligations of the Company and the rights of the Holders of Registrable Securities under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with such consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders of Registrable Securities and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement shall reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shall:
(i) or supplemental agreement, without the consent of the Holders of all of the Registrable Securities.
(b) Upon the effectuation of each affected Lendersuch waiver, consent or agreement of amendment or modification, the Company agrees to give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing.
(Ac) extend Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the Scheduled Termination Date party against which enforcement of the change, waiver, discharge or termination is sought. Specifically, but without limiting the date generality of the foregoing, the failure of any payment party hereunder at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company shall in no manner affect the rate or extend right of such party at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Solutia Inc), Registration Rights Agreement (Solutia Inc), Registration Rights Agreement (Solutia Inc)
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or any other Credit Document, and no consent to any departure by the Borrowers or by any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification amendment, waiver or waiver consent shall:
(ia) waive any condition set forth in Section 4.01.1 without the written consent of each Lender;
(b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01(a)) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Credit Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document, extend the final Maturity Date of any Loans, or extend the date of payment for reimbursement obligations in respect of Letters of Credit, without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (v) of the second proviso to this Section 10.01) any fees (including fees related to Letters of Credit) or other amounts payable hereunder or under any other Credit Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.05 or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or add any provision to this Agreement in a manner that would alter the pro rata sharing of payments required hereunder as of the date hereof without the prior written consent of each Lender, ;
(f) (A) extend reduce the Scheduled Termination Date amount of Commitments or Loans specified in the date definition of any payment or deposit “Required Floor Plan Lenders” without the written consent of Collections by Borrower or the Servicereach Floor Plan Lender, (B) reduce the rate amount of Commitments or extend Loans specified in the time definition of payment “Required Revolving Credit Lenders” or “Supermajority Lenders” without the written consent of Interest or any CP Costs (or any component of Interest or CP Costs), each Revolving Credit Lender and (C) change any provision of this Section or reduce any fee payable to any Agent for the benefit aggregate commitment amount specified in the definition of the “Required Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share ” or any Committed other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender’s Commitment, ;
(Eg) amend, modify or waive Section 4.02 or any other provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Floor Plan Lender or Revolving Credit Lenders, as applicable, if the effect of such amendment, modification or waiver is to require the Floor Plan Lenders or Revolving Credit Lenders to make Floor Plan Loans or Revolving Credit Loans, as applicable, when such Lenders would not otherwise be required to do so;
(Gh) change release all or substantially all Collateral (other than as specifically authorized by the terms of this Agreement or any other Credit Document) without the prior written consent of each Lender;
(i) amend or otherwise modify the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReservePro Rata Share” or “Required Reserve Factor Floor” or (H) amend or otherwise modify any defined term (the provisions of Section 2.08.3 or Section 9.14 or any defined term used directly other provision of this Agreement without the written consent of each Lender or indirectly in such defined term) used in clauses (A) through (G) above add any provision to this Agreement in a manner that would circumvent alter the intention pro rata treatment required hereunder as of the restrictions date hereof without the prior written consent of each Lender;
(j) modify the definition of the term “Borrowing Base” (or any component definition thereof as used therein to determine eligibility under the Borrowing Base), including any advance rates set forth therein, in the case of each of the foregoing, if such clausesmodification would increase the amount available to be borrowed (or the amount available for Letters of Credit) under the Credit Documents without the written consent of the Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves, to modify any eligibility standards pursuant to Section 2.21 or to exercise its Permitted Discretion without the consent of any other Credit Party; or
(k) subordinate the Liens on the Collateral securing any of the Obligations or subordinate the right of payment of the Obligations (in each case, as such definitions were in effect on the Closing Date) in each case without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any L/C Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall amend or modify any Swap Agreements or otherwise affect the rights or duties of any Swap Providers (and no Lender or Required Lender consent or approval shall be required or permitted with respect to any such amendments or modifications to any Swap Agreements) or release any Collateral securing any obligations under any Swap Agreement without the consent of the respective Swap Provider; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (vi) no amendment, waiver or consent shall, unless in writing and signed by M&T Bank as M&T Advance Lender in addition to the applicable Lenders required above, affect the rights or duties of M&T Advance Lender pursuant to this Agreement and (vii) notwithstanding anything to the contrary in this Agreement or any other Credit Document, but except for the consents required pursuant to clause (f) above, any waiver, amendment or modification of this Agreement or any other Credit Document that by its terms affects the rights or duties under this Agreement or such Credit Document of Lenders solely in their capacities as Lenders holding Loans or Commitments of a particular Class (but not in their capacities as Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrowers in respect of such particular Class, on the one hand, and the Required Floor Plan Lenders or the Required Revolving Credit Lenders, on the other hand, as applicable. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrowers have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrowers shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as (x) to do so would not adversely affect the interests of the Lenders and (y) such amendment is not objected to in writing by the Required Lenders to the Administrative Agent within five (5) Business Days following receipt of notice thereof, and any such amendment shall become effective without any further action or consent of any of other party to this Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesCompany, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except pursuant to Section 1.5) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseDelinquency Ratio,” “Dilution Ratio,” “Eligible Receivable,” “Loss ReserveReserve Percentage,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Loss Reserve” or “Required Reserve Factor FloorLoss-to-Liquidation Ratio,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 3 contracts
Sources: Receivables Purchase Agreement (Beckman Coulter Inc), Receivables Purchase Agreement (Beckman Coulter Inc), Receivables Purchase Agreement (Beckman Coulter Inc)
Waivers and Amendments. (a) No failure or delay on the part The provisions of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement each Credit Document may from time to time be amended, supplemented, modified or waived except waived, if such amendment, modification or waiver is in writing in accordance with and consented to by the provisions of this Section 14.1(b). The Loan Parties, Borrower and the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Lenders; provided, however, that no such amendment, modification or waiver shall:
(i) modify this Section without the consent of all Lenders;
(ii) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the maturity date of any Credit Extension made (or participated in) by any Lender or reduce any fees described in Article III payable to any Lender without the consent of such Lender or change the date or the amount of or the application any principal repayment described in Section 3.1(a) or (b), without the consent of each Lender to be adversely affected by such amendment, modification or waiver;
(iii) forgive the principal amount of or reduce the rate of interest on any Lender, (A) ’s Loan or extend the Scheduled Termination Date date on which interest or the date fees are payable in respect of any payment Lender’s Loans, in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind the application of any default rate of interest or deposit any acceleration made pursuant to Section 11.2 and Section 11.3 of Collections by Borrower or amounts owing with respect to the Servicer, Loans and other Obligations shall only require the vote of the Required Lenders);
(Biv) reduce the rate percentage set forth in, or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs)otherwise modify, (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders;
(v) except as otherwise expressly provided in a Credit Document, release any Obligor from its Obligations under any Credit Documents or subordinate the right to payment of any Obligations, or release any material portion of the Collateral under the Credit Documents or subordinate the Agent’s Lien therein, in each case without the consent of all Lenders (and each counterparty under any Secured Hedging Agreement, if not then a Lender);
(vi) affect adversely the interests, rights or obligations of the Agent (in its capacity as the Agent) or the Issuer (in its capacity as Issuer), unless consented to by the Agent or the Issuer, as the case may be; or
(vii) modify the definitions of “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveRestricted Payments” or “Required Reserve Factor Floor” Excess Cash Flow”; permit any Restricted Payments not expressly permitted by Section 10.5; waive, postpone or (H) amend forgive any payment required under Section 3.1(d)(v); modify Section 10.5 or Section 3.1(d)(v); or modify any defined term (or other definition if that modification would have the effect of causing any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in foregoing; without the consent of all Joint Lead Arrangers. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Loan Commitment of such clauses; orLender may not be increased or extended without the consent of such Lender.
Appears in 3 contracts
Sources: Credit Agreement (Parametric Sound Corp), Credit Agreement (Parametric Sound Corp), Credit Agreement (Parametric Sound Corp)
Waivers and Amendments. (a) No failure or delay on This Warrant may be amended and the part observance of any Agent other term of this Warrant may be waived (either generally or any Lender in exercising any powera particular instance and either retroactively or prospectively), right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial with the written consent of the Company and the holders of 55% of the Shares issuable upon exercise of the Warrants issued pursuant to the Purchase Agreement; provided, that: (i) any such poweramendment, right waiver or remedy preclude consent shall apply with equal force to all of the Warrants issued pursuant to the Purchase Agreement and the holders of such Warrants; (ii) except for any amendment, waiver or consent which applies with equal force to all of the Warrants issued pursuant to the Purchase Agreement and the holders of such Warrants with respect to the operation of any of the provisions of such Warrants that require an adjustment to the Exercise Price and the number and kind of shares of stock or other further exercise thereof securities or property deliverable upon the exercise of this Warrant upon the occurrence of any other powerspecified event, right transaction, condition or remedy. The rights and remedies herein provided circumstance, the written consent of the Holder shall be cumulative required for any amendment, waiver or consent that would (x) increase the Exercise Price or decrease the number or type of shares of stock or other securities or property purchasable at the time of such amendment, waiver or consent upon exercise of this Warrant, or (y) impair the Holder’s right to exercise this Warrant or the effect of Section 7; and nonexclusive (iii) no consideration or other accommodation is paid or provided to any holder of any rights such Warrants in connection with or remedies provided by lawrelated to such amendment, waiver or consent that is not also offered to the Holder. Any amendment or waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing effected in accordance with the provisions this Section 9(e) shall be binding upon Holder of this Section 14.1(bWarrant (and of any Shares into which this Warrant is exercisable). The Loan Parties, the Required Committed Lenders and each future holder of all such securities and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orCompany.
Appears in 3 contracts
Sources: Warrant Agreement (Exagen Inc.), Warrant Agreement (Exagen Inc.), Warrant Agreement (Exagen Diagnostics Inc)
Waivers and Amendments. (a) No failure or delay on the part of any Agent Agent, or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller and Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Purchase Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Purchaser Yield (or any component of Interest or CP CostsPurchaser Yield), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchasers, Section 4.6, this Section 14.1(b)) or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseConcentration Limit,” “Eligible Receivable,” “Loss ReserveCredit Enhancement,” “Dilution ReserveHedging Agreement,” “Interest ReserveHedge Provider,” “Servicing ReserveNet Portfolio Balance,” “Servicing Fee Rate,” “Reserve Account Required ReserveAmount” or “Required Reserve Factor FloorRPA Deferred Purchase Price” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Contract Purchase Agreement (Patterson Companies, Inc.), Contract Purchase Agreement (Patterson Companies, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Agent Purchaser or any Lender the Seller in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b11.1(b). The Loan PartiesFALCON, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Investors, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or -------- ------- waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the ServicerCollection Agent, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Discount (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, X hereof change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s an Investor's Pro Rata Share or any Committed Lender’s an Investor's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors or this Section 14.1(b11.1 (b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “Dilution Reserve" or "Loss Percentage,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or
(iii) without the written consent of GP, Inc., amend or modify any provision set forth in Section 1.12, 5.3, or 5.5. Notwithstanding the foregoing, (i) without the consent of the Investors, the Agent may, with the consent of the Seller, amend this Agreement solely to add additional Persons as Investors hereunder and (ii) without the consent of the Seller, the Agent, the Required Investors and FALCON may enter into amendments to modify any of the terms or provisions of Article II, Article IX (other than Section 9.8 therein), Article X, Section 11.13 or any other provision of this Agreement, provided that such amendment has no negative impact upon TBTR Corp., TBTR Partnership or GP, Inc.. Any modification or waiver made in accordance with this Section 11.1 shall apply to each of the Purchasers equally and shall be binding upon each party hereto.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Bon Ton Stores Inc), Receivables Purchase Agreement (Bon Ton Stores Inc)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender party hereto in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No Except as set forth in Section 7.1(h), no provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b11.1(b). Each of the Co-Agents shall be responsible for determining what consents, if any, it must obtain from the members of its Group before entering into any amendment, supplement, modification or waiver of the Agreement. The Loan Parties, the Required Committed Lenders Sellers and the Administrative Agent Agents may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Discount (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII X hereof, change the amount of the principal Capital of any LenderPurchaser, any a Committed LenderPurchaser’s Pro Rata Share or any a Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b11.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Discount Reserve,” “Dilution ReserveLoss Reserve Percentage,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveAggregate Reserve Percentage” or “Required Reserve Factor FloorDefault Ratio,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the applicable Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, without the consent of the Seller, the Agents may enter into amendments to modify any of the terms or provisions of Article IX, Article X (other than provisions requiring the consent of Seller to any assignment) or Section 11.13 provided that such amendment has no negative impact upon the Seller. Any modification or waiver made in accordance with this Section 11.1 shall apply to each of the Purchasers equally and shall be binding upon the Seller, the Servicer, the Purchasers and the Agents.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Yellow Roadway Corp), Receivables Purchase Agreement (Yellow Roadway Corp)
Waivers and Amendments. (a) No failure or delay on the part of any the Collateral Agent, the Deal Agent or any Lender VFCC in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b16.1(b). The Loan PartiesVFCC, the Required Committed Lenders Borrower, the Collateral Agent and the Administrative Agent Deal Agent, at the direction of the Liquidity Providers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of VFCC and each affected LenderLiquidity Provider, (A) extend the Scheduled Commitment Termination Date or the date of any payment or deposit of Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Rate (or any component of Interest or CP CostsRate), (C) reduce any fee payable to any the Deal Agent for the benefit of the LendersVFCC, (D) except pursuant to Article XII hereof, change reduce the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentNet Investment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Providers or this Section 14.1(b16.1(b), (F) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorBorrowing Base” (or any component thereof) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Collateral Agent and the Deal Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Collateral Agent or Deal Agent, as the case may be; and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.
Appears in 2 contracts
Sources: Receivables Funding Agreement (Americredit Corp), Receivables Funding Agreement (Americredit Corp)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement or any other Loan Document may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing in accordance entered into by Borrower and the Required Lenders (as hereinafter defined) or by Borrower and Administrative Agent with the provisions consent of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Lenders; provided, however, that no such modification or waiver shall:
agreement shall (i) increase the Commitment Amount of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Advance or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected Lenderthereby, (Aiii) extend postpone the Scheduled Termination Date or the scheduled date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest the principal amount of any Advance or any CP Costs (interest thereon, or any component fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of Interest or CP Costs)each Lender affected thereby, (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (Giv) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” Section 2.15(b) or (Hc) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent alter the intention pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the restrictions set forth provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vi) release Guarantor from any of its obligations under the Loan Documents or release all or substantially all of the Collateral from the lien of the Loan Documents (in any case, except to the extent provided in Section 2.19 and Section 4.3), without the written consent of each Lender, or (vii) permit an assignment by Borrower of any rights or obligations under the Loan Documents, without the written consent of each Lender; provided further that no such clauses; oragreement shall amend, modify or otherwise affect the rights or duties of Administrative Agent hereunder or a Swing Line Lender hereunder, without the prior written consent of Administrative Agent, or a Swing Line Lender, as the case may be.
Appears in 2 contracts
Sources: Borrowing Base Revolving Line of Credit Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.), Borrowing Base Revolving Line of Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement any Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller and the Agent, with the consent of the Required Committed Lenders and the Administrative Agent Purchaser Agents, may enter into written modifications or waivers of any provisions of this Agreementany Transaction Document; provided that, provided, however, that no such modification or waiver shall:
(i) without the consent of each Purchaser adversely affected Lenderthereby, (A) extend the Scheduled Facility Termination Date for the related Purchaser Group or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce change any fee payable to any Agent for the benefit of the Lenderssuch Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchaser Agents, Section 9.1, Section 12.1(d), Section 12.1(e), this Section 14.1(b13.1(b), Section 13.5, Section 13.6(b) or Section 13.12, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” Available Commitment”, “Commitment”, “Eligible Receivable,” ”, “Loss Reserve,” Liquidity Agreement”, “Dilution Reserve,” Concentration Percentage”, “Interest Reserve,” Excess Concentration”. “Servicing Reserve,” Maximum Purchase Limit”, “Servicing Fee Rate,” “Required ReservePurchase Price” or “Required Reserve Factor Floor” Reserve”, or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc)
Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument, (aA) if prior to the effective date of the Amended Plan, signed by (i) the Company, (ii) JPM and (iii) holders of a majority of commitments under the Syndication Agreement (excluding JPM), (B) if after the effective date of the Amended Plan, signed by (i) the Company, (ii) JPM (unless JPM holds no Registrable Securities and the Collars have terminated) and (iii) holders of a majority of the Registrable Securities consisting of Unsubscribed Shares and shares issued or issuable under the Collars; provided that without the consent of JPM, no provision of this Agreement relating to the rights of JPM with respect to registration of its Registrable Securities hereunder, including without limitation its rights under Section 4.1(a)(x), shall be modified or amended or (C) in the case of a waiver, by the party waiving compliance; and provided further that without the prior written consent of the parties required to amend the Trust Registration Agreement (or, prior to the effective date of the Amended Plan, without the prior written consent of the Future Claimants’ Representative and ▇▇▇▇▇▇ & Drysdale, Chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims), this Agreement shall not be superseded, cancelled, renewed, extended, modified, amended or waived if such supersession, cancellation, renewal, extension, modification, amendment or waiver would directly or indirectly adversely affect the Trust’s rights or benefits under this Agreement or the Trust Registration Agreement. No failure or delay on the part of any Agent or any Lender party in exercising any powerright, right power or remedy under privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any such powerright, right power or remedy privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other powerright, right power or remedyprivilege pursuant to this Agreement. The rights and remedies herein provided shall be pursuant to this Agreement are cumulative and nonexclusive are not exclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only which any party otherwise may have at law or in the specific instance and for the specific purpose for which givenequity.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Registration Rights Agreement (Owens Corning (Reorganized) Inc.), Registration Rights Agreement (Owens Corning)
Waivers and Amendments. (a) No failure or delay on the part of the Administrator, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller and the Administrator, with the consent of the Required Committed Lenders and the Administrative Agent Purchaser Agents, may enter into written modifications or waivers of any provisions of this Agreement; provided that, provided, however, that no such modification or waiver shall:
(i) without the consent of each Purchaser affected Lenderthereby, (A) extend the Scheduled Facility Termination Date for the related Purchaser Group or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenderssuch Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchaser Agents, Section 9.1 or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseEligible Receivable,” “Eligible ReceivableAvailable Commitment,” “Loss Reserve,” “Dilution Reserve,” “Interest Obligor Concentration Limit,” “Yield Reserve,” “Purchase Limit,” “Commitment,” “Purchase Price,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp)
Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesConduit, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except as may be required pursuant to the Liquidity Agreement) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Financial Institutions, this Section 14.1(b)13.1(b) or Section 9.1, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseApplicable Maximum Purchaser Interest,” “Applicable Stress Factor,” “Dilution Percentage,” “Dilution Reserve,” “Eligible Receivable,” “Level One Enhancement Period,” “Level Two Enhancement Period,” “Level Three Enhancement Period,” “Loss Reserve,” “Dilution Loss Percentage,” “Yield and Servicer Fee Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorYield and Servicer Fee Percentage,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Receivables Purchase Agreement (CMS Energy Corp), Receivables Purchase Agreement (CMS Energy Corp)
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent provision of this Agreement, the Revolving Notes, or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereofother Credit Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Guarantor therefrom, shall in any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or event be effective unless the exercise of any other power, right or remedy. The rights and remedies herein provided same shall be cumulative in writing and nonexclusive of any rights signed by the Required Lenders and the Borrower, and then such waiver or remedies provided by law. Any waiver of this Agreement consent shall be effective only in the specific instance and for the specific purpose for which given.; provided that:
(ba) No provision of this Agreement may be amendedno amendment, supplementedwaiver, modified or waived except consent shall, unless in writing in accordance with and signed by all the provisions of this Section 14.1(b). The Loan Parties, the Required Committed affected Lenders and the Administrative Agent may enter into written modifications Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1, (ii) reduce any principal, interest, fees or waivers other amounts payable hereunder or under any other Credit Document (provided that the waiver of default interest shall only require the consent of the Required Lenders), (iii) postpone or extend any date fixed for any payment of any provisions principal, interest, fees or other amounts payable hereunder, including, without limitation, the Scheduled Maturity Date (it being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Required Lenders), (iv) amend Section 2.11(e), Section 7.5. this Section 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Required Lenders”, or change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, (v) except as specifically provided in the Credit Documents and as a result of transactions permitted by the terms of this Agreement, provided, however, that no such modification release any Guarantor from its obligation under any Guaranty or waiver shall:
(i) without release all or substantially all of the consent of each affected LenderCollateral, (Avi) extend the Scheduled Termination Date or the date of make any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable amendment to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” or (vii) make any amendment to the definitions of “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveAccounts” or “Eligible Cash”;
(b) no Commitment of a Lender or any obligations of a Lender may be increased without such Lender’s written consent;
(c) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document;
(d) no amendment, waiver or consent shall, unless in writing and signed by an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document;
(e) for the avoidance of doubt, amendments made pursuant to Section 2.16 may be made pursuant to agreement or agreements in writing entered into by the Borrower and the Required Reserve Factor Floor” Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders.
(f) Notwithstanding anything to the contrary contained in the Credit Documents, the Administrative Agent and the Borrower, may amend, modify or supplement any Credit Document without the consent of any Lender in order to (i) correct, amend, cure or resolve any minor ambiguity, omission, defect, typographical error, inconsistency or other manifest error therein, (ii) add a guarantor or collateral or otherwise enhance the rights and benefits of the Lenders, (iii) make minor administrative or operational changes not adverse to any Lender or (Hiv) amend adhere to any local Legal Requirement or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention advice of the restrictions set forth in such clauses; orlocal counsel.
Appears in 2 contracts
Sources: Senior Secured Debtor in Possession Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement or the Project Loan Agreement may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) increase or reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce or waive the Make-Whole Fee any other fees payable hereunder, without the written consent of each Lender affected thereby (including any such Lender that is a Defaulting Lender), (iii) shorten or extend the Maturity Date or any scheduled date of payment of the principal amount of any Loan or any interest thereon, or the Make-Whole Fee or any other fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 3.10(b) hereof or Section 3.10(c) in accordance with a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) waive, amend or modify the provisions limiting transfers of direct or indirect interests in Borrower without the written consent of each Lender; (vi) change any of the provisions of this Section 14.1(b). The or the definition of “Required Lenders,” “Required Senior First Lien Lenders” or “Required Senior Second Lien Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender of the class or classes whose voting rights are directly affected thereby, (vii) release (x) any Guarantor from any of its obligations under the Loan PartiesDocuments, (y) release any portion of the Loan Collateral from the lien of the Loan Documents other than as contemplated by the terms of the Loan Documents, or (z) terminate, postpone the scheduled date for payment or decrease the amount of any payment due under the Facility Lease, the Required Committed Lenders and Sublease or the Administrative Agent may enter into Services Agreement or the Project Loan Agreement to which Facility Lessee is a party, in each case without the written modifications consent of each Lender, or waivers (viii) permit an assignment by Borrower of any provisions rights or obligations under the Loan Documents, without the written consent of this Agreement, provided, however, each Lender in each instance; provided further that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) agreement shall amend, modify or waive any provision otherwise affect the rights or duties of Administrative Agent hereunder without the definition prior written consent of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.
Appears in 2 contracts
Sources: Loan and Security Agreement (Varian Medical Systems Inc), Loan and Security Agreement (Varian Medical Systems Inc)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesEach Company, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Company’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderCompany’s CommitmentCompany Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6 or the terms of any Funding Agreement), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b)13.1(b) or Section 2.6, Section 4.6 or Section 13.6, (F) release all or substantially all of the property with respect to which a security or ownership interest therein has been granted hereunder to the Agent, the Purchasers or the Financial Institutions, (G) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses;
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or
(iii) without the written consent of the Agent and each Purchaser (A) amend, modify or waive any Potential Amortization Event or Amortization Event; (B) change the definition of “Aggregate Reserves,” “Concentration Limits,” “Default Ratio,” “Delinquency Ratio Trigger,” “Dilution Horizon Factor,” “Dilution Reserve,” “Dilution Ratio,” “Dilution Percentage,” “Dilution Ratio Trigger,” “Eligible Receivable,” “Loss Horizon Factor,” “Loss Reserve,” “Loss Percentage,” “Loss Ratio Trigger,” “Servicing and Yield Reserve,” “Stress Factor” and “Weekly Reporting Condition”; (C) amend, modify or waive any provision in Article IX; or (D) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (C) above in a manner that would circumvent the intention of the restrictions set forth in such clauses. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Purchasers and each Company may enter into amendments to modify any of the terms or provisions of Article XI, Section 13.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 13.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Avnet Inc)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesBlue Ridge, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall:
(i) without the consent of Blue Ridge and each affected LenderLiquidity Bank, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersBlue Ridge, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "LOSS RESERVE,” “Loss Reserve" "DILUTION RESERVE,” “Dilution Reserve" "YIELD RESERVE,” “Interest Reserve" "SERVICING RESERVE,” “Servicing Reserve" "SERVICING FEE RATE,” “Servicing Fee Rate,” “Required Reserve” " "REQUIRED RESERVE" or “Required Reserve Factor Floor” "REQUIRED RESERVE FACTOR FLOOR" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent, AND ANY MATERIAL AMENDMENT, WAIVER OR OTHER MODIFICATION OF THIS AGREEMENT SHALL REQUIRE SATISFACTION OF THE RATING AGENCY CONDITION.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Tower Automotive Inc), Receivables Purchase Agreement (Unifi Inc)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Company, each Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any modification or waiver, the Rating Agencies then rating the commercial paper notes issued by any Company shall have confirmed that the ratings of the commercial paper notes of such Company will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower any Seller or the any Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Company’s Pro Rata Share, any LC Participant’s LC Share, any Financial Institution’s Commitment or any Committed LenderCompany’s CommitmentCompany Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower any Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Yield and Servicer Reserve,” “Default Ratio,” “Delinquency Ratio,” “Dilution Reserve,” or “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveDilution Ratio” or “Required Reserve Factor Floor” amend or modify Section 9.1(f) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Company, each Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any modification or waiver, the Rating Agencies then rating the commercial paper notes of the Rabo Company, the SunTrust Company and the CL Company shall have confirmed that the ratings of the commercial paper notes of the Rabo Company, the SunTrust Company and the CL Company will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower any Seller or the any Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Company’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderCompany’s CommitmentCompany Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower any Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Yield and Servicer Reserve,” “Default Ratio,” “Delinquency Ratio,” “Dilution Reserve,” or “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveDilution Ratio” or “Required Reserve Factor Floor” amend or modify Section 9.1(f) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)
Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Agent Loan Party or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesBlue Ridge, the Required Committed Lenders Borrower and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A1) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B2) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C3) reduce any fee payable to any the Administrative Agent for the benefit of the Lenders, (D4) except pursuant to Article XII hereofXII, change the amount of the principal of any Lender, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Commitment, (E5) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F6) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G7) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "LOSS RESERVE,” “Loss Reserve" "DILUTION RESERVE,” “Dilution Reserve" "YIELD RESERVE,” “Interest Reserve" "SERVICING RESERVE,” “Servicing Reserve" "SERVICING FEE RATE,” “Servicing Fee Rate,” “Required Reserve” " "REQUIRED RESERVE" or “Required Reserve Factor Floor” "REQUIRED RESERVE FACTOR FLOOR" or (H) 8) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A1) through (G7) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Administrative Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent, AND ANY MATERIAL AMENDMENT, WAIVER OR OTHER MODIFICATION OF THIS AGREEMENT SHALL REQUIRE SATISFACTION OF THE RATING AGENCY CONDITION. Notwithstanding the foregoing, (i) without the consent of the Liquidity Banks, but with the consent of Borrower, the Administrative Agent may amend this Agreement solely to add additional Persons as Liquidity Banks hereunder and (ii) the Administrative Agent, the Required Liquidity Banks and Blue Ridge may enter into amendments to modify Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower, PROVIDED THAT such amendment has no negative affect upon Borrower. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon Borrower, the Lenders and the Administrative Agent.
Appears in 2 contracts
Sources: Credit and Security Agreement (Spherion Corp), Credit and Security Agreement (Spherion Corp)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, or (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GF) above in a manner that would circumvent the intention of the restrictions set forth in such clauses;
(ii) without the written consent of any affected Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent, or
(iii) without the consent of the Required Committed Lenders, change the definition of “ARM Dilution Reserve,” “Borrowing Base,” “Concentration Reserve Percentage,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest and Servicing Reserve,” “Minimum Dilution Reserve Percentage,” “PASA Reserve Amount,” “Servicing Fee Rate” or “Required Reserve,” and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition, to the extent the Rating Agency Condition is required of any Conduit. Notwithstanding the foregoing, (i) without the consent of the Committed Lenders, but with the consent of Borrower, any Co-Agent may direct the Administrative Agent to amend this Agreement solely to add additional Persons as Committed Lenders in respect of the related Lender Group hereunder and (ii) the Agents, the Required Committed Lenders and the Conduits may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower; orprovided that such amendment has no negative impact upon Borrower. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon Borrower, the Lenders and the Agents.
Appears in 2 contracts
Sources: Credit and Security Agreement (Smithfield Foods Inc), Credit and Security Agreement (Smithfield Foods Inc)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, or (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GF) above in a manner that would circumvent the intention of the restrictions set forth in such clauses;
(ii) without the written consent of any affected Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent, or
(iii) without the consent of the Required Committed Lenders, change the definition of “ARM Dilution Reserve,” “Borrowing Base,” “Concentration Reserve Percentage,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest and Servicing Reserve,” “Minimum Dilution Reserve Percentage,” “PASA Reserve Amount,” “Servicing Fee Rate” or “Required Reserve,” Condition is required of any Conduit. Notwithstanding the foregoing, (i) without the consent of the Committed Lenders, but with the consent of Borrower, any Co-Agent may direct the Administrative Agent to amend this Agreement solely to add additional Persons as Committed Lenders in respect of the related Lender Group hereunder and (ii) the Agents, the Required Committed Lenders and the Conduits may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower; orprovided that such amendment has no negative impact upon Borrower. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon Borrower, the Lenders and the Agents.
Appears in 2 contracts
Sources: First Amendment to Fifth Amended and Restated Credit and Security Agreement (Smithfield Foods Inc), First Amendment to Fifth Amended and Restated Credit and Security Agreement (Smithfield Foods Inc)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any power, right or remedy the Company and the holders of more than 662/3% of the Registrable Securities the obligations of the Company and the rights of the holders of Registrable Securities under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified or waived except in writing in accordance and with the provisions of this Section 14.1(b). The Loan Partiessame consent, the Required Committed Lenders and the Administrative Agent Company, when authorized by resolution of its Board of Directors, may amend this Agreement or enter into written modifications or waivers a supplementary agreement for the purpose of adding any provisions of this Agreement. Neither this Agreement nor any provisions hereof may be amended, providedchanged, howeverwaived, that no discharged or terminated orally, but only by a signed statement in writing evidencing the consents required pursuant to the preceding sentence. Any amendment, waiver or supplementary agreement effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such modification or waiver shall:
Registrable Securities and the Company. Notwithstanding the foregoing, (i) without the written consent of each affected Lendera majority of the holders of Series C, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the ServicerSeries D and Series E Preferred Stock, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs)voting together on an as-if-converted basis, (C) reduce any fee payable shall be obtained prior to any Agent for the benefit amendment or waiver of the Lendersrights, (D) except pursuant to Article XII hereof, change the amount preferences or privileges of the principal holders of any LenderSeries C, any Committed Lender’s Pro Rata Share Series D or any Committed Lender’s Commitment, Series E Preferred Stock contained in Sections 1 and 4 of this Agreement and this Section 5.3 and (Eii) amend, modify or waive any provision the written consent of 67% of the definition holders of Required Committed Lenders the Series A Preferred Stock and Series B Preferred Stock shall be obtained prior to any amendment or waiver of the rights, preferences or privileges of the holders of the Series A Preferred Stock and the Series B Preferred Stock, as the case may be, contained in Sections 1 and 3 of this Agreement and this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under 5.3. By executing this Agreement, (G) change the definition holders of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner Series C and Series D Preferred Stock hereby agree and acknowledge that would circumvent the intention right of the restrictions first refusal set forth in such clauses; orSection 4 of the Prior Agreement shall not apply to, and is hereby waived with respect to, the shares of Series E Preferred Stock issued pursuant to the Purchase Agreement.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Metabasis Therapeutics Inc), Investors' Rights Agreement (Metabasis Therapeutics Inc)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provisions of this Agreement and the other Finance Documents 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 that no such amendment, modification or waiver which would:
(i) contravene or be in breach of the terms of the BpiFAE Insurance Policy or the arrangements with Natixis DAI relating to the CIRR (if the Fixed Rate applies) shall be effective only unless consented to by, as applicable, BpiFAE and/or Natixis DAI;
(ii) 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) modify this Clause 13.1 (Waivers and Amendments) or change the definition of “Required Lenders” shall be effective without the consent of each Lender;
(iv) increase the Commitment of any Lender shall be effective without the consent of such Lender;
(v) reduce any fees described in Clause 5 (Repayment, Prepayments, Interest and Fees) payable to any Lender shall be effective without the specific instance and for consent of such Lender;
(vi) extend the specific purpose for Longstop Date shall be effective without the consent of each Lender;
(vii) extend the due date for, or reduce the amount of, any scheduled payment, repayment or prepayment of principal of or interest on the Loan or any other payment Obligation (or reduce the principal amount of or rate of interest on the Loan or any other payment Obligation) owed to any Lender shall be effective without the consent of such Lender;
(viii) modify the currency in which givenany payment is to be made under any Finance Document shall be effective without the consent of each Finance Party who is to receive such payment; or
(ix) affect adversely the interests, rights or obligations of the Facility Agent in its capacity as such shall be effective without consent of the Facility Agent.
(b) No provision The Borrower agrees to pay to the Facility Agent for its own account a fee in the amount of this Agreement fifteen thousand Dollars (USD 15,000) for each waiver of or amendment (i) required to be made to the Finance Documents during the term of the Loan to correspond to changes to the Construction Contract, (ii) requested by the Borrower or (iii) required due to the occurrence of a Default.
(c) Neither the Borrower’s rights nor its obligations under the Finance Documents shall be changed, directly or indirectly, as a result of any amendment, supplement, modification, variance or novation of the BpiFAE Insurance Policy, except any amendments, supplements, modifications, variances or novations, as the case may be amendedbe, supplementedwhich occur (i) with the Borrower’s consent, modified (ii) at the Borrower’s request or waived except (iii) in writing order to conform to amendments, supplements, modifications, variances or novations effected in respect of the Finance Documents in accordance with their terms.
(d) The Borrower agrees that, without the provisions prior written consent of this Section 14.1(b). The Loan Partiesthe Facility Agent, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shallit shall not:
(i) without the consent of each affected Lender, agree to any change (A) extend to the Scheduled Termination Date or definition of “Repayment Date” under the date of any payment or deposit of Collections by Borrower or the ServicerEUR Facility Agreement, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Business Day” under the EUR Facility Agreement (but only to the extent the same would result in a change in the definition of “Eligible Receivable,Repayment Date” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” under the EUR Facility Agreement) or (HC) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above that will result in a manner that would circumvent the intention change of the restrictions set forth payment dates of any amount of scheduled payments of principal or interest under clause 5.1(a) (as may be varied pursuant to clause 5.1(b)(ii)) or clause 5.3(a)(Rates) of the EUR Facility Agreement;
(ii) agree to any change to the provisions of clause 7 (Representations and Warranties), clause 8 (Affirmative Covenants) and/or clause 9 (Negative Covenants) of the EUR Facility Agreement but only to the extent those provisions are, as at the date of this Agreement, substantially the same in such clausestheir terms, scope and effect as, respectively, the provisions of Clause 7 (Representations and Warranties), Clause 8 (Affirmative Covenants) and Clause 9 (Negative Covenants);
(iii) agree to any change to the provisions of clause 10.1 (Listing of Events of Default) of the EUR Facility Agreement but, with regards to clauses 10.1(a) (Non-Payment of Obligations), 10.1(b) (Breach of Warranty) and/or 10.1(c) (Non-Performance of Certain Covenants and Obligations) of the EUR Facility Agreement, but only to the extent the same concern breaches of or defaults under those provisions of the EUR Facility Agreement which are, as at the date of this Agreement, substantially the same in their terms, scope and effect as, respectively, the provisions of Clauses 10.1(a) (Non-Payment of Obligations), 10.1(b) (Breach of Warranty) and/or 10.1(c) (Non-Performance of Certain Covenants and Obligations);
(iv) agree to any change to the provisions of clause 11.1 (Listing of Mandatory Prepayment Events) of the EUR Facility Agreement but only to the extent those provisions are, as at the date of this Agreement, substantially the same in their terms, scope and effect as the provisions of Clause 11.1 (Listing of Mandatory Prepayment Events); orand/or
(v) agree to any change to the obligations to make pari-passu and pro-rata payments under the Facility and the EUR Facility as provided under Clause 5.1(c) and under clause 5.1 (c) of the EUR Facility Agreement.
Appears in 2 contracts
Sources: Fourth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD), Fifth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement or the Project Loan Agreement may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) increase or reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce or waive the Make-Whole Fee any other fees payable hereunder, without the written consent of each Lender affected thereby (including any such Lender that is a Defaulting Lender), (iii) shorten or extend the Maturity Date or any scheduled date of payment of the principal amount of any Loan or any interest thereon, or the Make-Whole Fee or any other fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 3.10(b) hereof or Section 3.10(c) in accordance with a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) waive, amend or modify the provisions limiting transfers of direct or indirect interests in Borrower without the written consent of each Lender; (vi) change any of the provisions of this Section 14.1(b). The or the definition of “Required Lenders,” “Required Senior First Lien Lenders” or “Required Senior Second Lien Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender of the class or classes whose voting rights are directly affected thereby, (vii) release (x) any Guarantor from any of its obligations under the Loan PartiesDocuments, (y) release any portion of the Loan Collateral from the lien of the Loan Documents other than as contemplated by the terms of the Loan Documents, or (z) terminate, postpone the scheduled date for payment or decrease the amount of any payment due under the Facility Lease, the Required Committed Lenders and Sublease or the Administrative Agent may enter into Services Agreement or the Building Loan Agreement to which Facility Lessee is a party, in each case without the written modifications consent of each Lender, or waivers (viii) permit an assignment by Borrower of any provisions rights or obligations under the Loan Documents, without the written consent of this Agreement, provided, however, each Lender in each instance; provided further that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) agreement shall amend, modify or waive any provision otherwise affect the rights or duties of Administrative Agent hereunder without the definition prior written consent of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.
Appears in 2 contracts
Sources: Loan and Security Agreement (Varian Medical Systems Inc), Loan and Security Agreement (Varian Medical Systems Inc)
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or any other Credit Document, and no consent to any departure by the Borrowers or by any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification amendment, waiver or waiver consent shall:
(ia) waive any condition set forth in Section 4.01.1 without the written consent of each Lender;
(b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01(a)) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Credit Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document, extend the final Maturity Date of any Loans, or extend the date of payment for reimbursement obligations in respect of Letters of Credit, without the written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (v) of the second proviso to this Section 10.01) any fees (including fees related to Letters of Credit) or other amounts payable hereunder or under any other Credit Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 8.05 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, ;
(f) (A) extend with respect to any Class of Mortgage Loans or Term Loans, reduce the Scheduled Termination Date amount of Loans or commitments specified in the date definition of any payment or deposit “Required Class Lenders” with respect to such Class, without the written consent of Collections by Borrower or the Servicereach Lender of such Class, (B) reduce the rate amount of Commitments or extend Loans specified in the time definition of payment “Required Floor Plan Lenders” without the written consent of Interest or any CP Costs (or any component of Interest or CP Costs)each Floor Plan Lender, (C) reduce any fee payable to any Agent for the benefit amount of Commitments or Loans specified in the definition of “Required Revolving Credit Lenders, ” or “Supermajority Lenders” without the written consent of each Revolving Credit Lender and (D) except pursuant to Article XII hereofchange any provision of this Section or reduce the aggregate commitment amount specified in the definition of “Required Lenders”, change without the amount written consent of the principal of any each Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, ;
(Eg) amend, modify or waive Section 4.02 or any other provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Floor Plan Lender or Revolving Credit Lenders, as applicable, if the effect of such amendment, modification or waiver is to require the Floor Plan Lenders or Revolving Credit Lenders to make Floor Plan Loans or Revolving Credit Loans, as applicable, when such Lenders would not otherwise be required to do so;
(Gh) change release all or substantially all Collateral (other than as specifically authorized by the terms of this Agreement or any other Credit Document);
(i) amend or otherwise modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 2.08.3 or Section 9.14 without the written consent of each Lender;
(j) modify the definition of the term “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” (or “Required Reserve Factor Floor” any component definition thereof as used therein to determine eligibility under the Borrowing Base), including any advance rates set forth therein, in the case of each of the foregoing, if such modification would increase the amount available to be borrowed (or the amount available for Letters of Credit) under the Credit Documents without the written consent of the Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves, to modify any eligibility standards pursuant to Section 2.21 or to exercise its Permitted Discretion without the consent of any other Credit Party; or
(Hk) subordinate the Liens on the Collateral securing any of the Obligations or subordinate the right of payment of the Obligations (in each case, as such definitions were in effect on the Closing Date) in each case without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any L/C Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall amend or modify any defined term Swap Agreements or otherwise affect the rights or duties of any Swap Providers (and no Lender or Required Lender consent or approval shall be required or permitted with respect to any such amendments or modifications to any Swap Agreements) or release any Collateral securing any obligations under any Swap Agreement without the consent of the respective Swap Provider; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any defined term used directly other Credit Document; (v) the Fee Letter may be amended, or indirectly in such defined term) used in clauses (A) through (G) above rights or privileges thereunder waived, in a manner writing executed only by the parties thereto; (vi) no amendment, waiver or consent shall, unless in writing and signed by M&T Bank as M&T Advance Lender in addition to the applicable Lenders required above, affect the rights or duties of M&T Advance Lender pursuant to this Agreement and (vii) notwithstanding anything to the contrary in this Agreement or any other Credit Document, but except for the consents required pursuant to clause (f) above, any waiver, amendment or modification of this Agreement or any other Credit Document that would circumvent by its terms affects the intention rights or duties under this Agreement or such Credit Document of Lenders solely in their capacities as Lenders holding Loans or Commitments of a particular Class (but not in their capacities as Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrowers in respect of such particular Class, on the one hand, and the Required Class Lenders of such Class, the Required Floor Plan Lenders or the Required Revolving Credit Lenders, on the other hand, as applicable. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the restrictions set forth applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrowers have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrowers shall be permitted to amend such clauses; orprovision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as (x) to do so would not adversely affect the interests of the Lenders and (y) such amendment is not objected to in writing by the Required Lenders to the Administrative Agent within five (5) Business Days following receipt of notice thereof, and any such amendment shall become effective without any further action or consent of any of other party to this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of any Agent the Administrative Agent, the Agents or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Conduit, Seller, the Required Committed Lenders Agents and the Administrative Agent Agent, at the direction of all Agents on behalf of the Committed Purchasers in their respective Conduit Groups, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent or the Agents for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (other than, to the extent applicable in each case, pursuant to Section 4.6 or the terms of any other Funding Agreement), any Conduit Group’s Purchase Pro Rata Share (other than, to the extent applicable, pursuant to Section 4.6) or Reduction Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Section 4.6 or this Section 14.1(b)) or any provision relating to the number of Conduits or Conduit Groups required to take any action under or waive any provision in this Agreement, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” , “ “Loss Reserve,” , “ “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” Loss-to-Liquidation Ratio, “ or “Required Reserve Factor FloorLoss Percentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses;
(ii) without the written consent of the then Administrative Agent and the Agents, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent or any Agent; or
(iii) without the written consent of the then Servicer, amend, modify or waive any provision of Article VIII if the effect thereof is to affect the rights or duties of such Servicer. Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, but with the consent of Seller, the Administrative Agent may amend this Agreement solely to add additional Persons as Committed Purchasers hereunder; (ii) the Administrative Agent, the Agents on behalf of the Committed Purchasers in their respective Conduit Groups and each Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Agents and the Administrative Agent; and (iii) the Administrative Agent, acting upon the direction of both Agents on behalf of the Committed Purchasers in their respective Conduit Groups, may waive the occurrence of an Amortization Event.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Energizer Holdings Inc), Receivables Purchase Agreement (Energizer Holdings Inc)
Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Managing Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduits, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Managing Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Percentage, any Purchase Group’s Pro Rata Share or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Loss Reserve Floor” or “Loss Percentage,” “Dilution Reserve,” “Interest ReserveDilution Ratio,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorLoss-to-Liquidation Ratio” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or;
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Johnsondiversey Holdings Inc), Receivables Purchase Agreement (Johnsondiversey Inc)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Conduit, Seller, the Required Committed Lenders Funding Agents and the Administrative Agent Agent, at the direction of all Funding Agents on behalf of the Committed Purchasers in their respective Conduit Groups, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (other than, to the extent applicable in each case, pursuant to Section 4.6 or the terms of any other Funding Agreement), any Conduit Group’s Purchase Pro Rata Share (other than, to the extent applicable, pursuant to Section 4.6) or Reduction Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Section 4.6 or this Section 14.1(b)) or any provision relating to the number of Conduits or Conduit Groups required to take any action under or waive any provision in this Agreement, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” , “ “Loss Reserve,” , “ “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” Loss-to-Liquidation Ratio, “ or “Required Reserve Factor FloorLoss Percentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses;
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or
(iii) without the written consent of the then Servicer, amend, modify or waive any provision of Article VIII if the effect thereof is to affect the rights or duties of such Servicer. Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Committed Purchasers hereunder; (ii) the Agent, the Funding Agents on behalf of the Committed Purchasers in their respective Conduit Groups and each Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Funding Agents and the Agent; and (iii) the Agent, acting upon the direction of both Funding Agents on behalf of the Committed Purchasers in their respective Conduit Groups, may waive the occurrence of an Amortization Event.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Energizer Holdings Inc), Receivables Purchase Agreement (Energizer Holdings Inc)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a majority of the Registrable Securities then outstanding, right or remedy the obligations of the Company and the rights of the Holders under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with the same consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement may reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shall:
(i) or supplemental agreement, without the consent of the Holders of all the Registrable Securities; and provided further, and notwithstanding any provision herein to the contrary, that any such waiver amendment or supplement that applies only to a particular registration shall require only the written consent of the Holders of a majority of the Registrable Securities included in such registration. Notwithstanding the foregoing, if any such amendment, modification or waiver would adversely affect in any material respect any Holder or group of Holders who have comparable rights under this Agreement disproportionately to the other Holders having such comparable rights, such amendment, modification, or waiver shall also require the written consent of the Holder(s) so adversely affected. Upon the effectuation of each affected Lendersuch waiver, (A) extend consent or agreement of amendment or modification, the Scheduled Termination Date Company will give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, except by a statement in writing signed by the date party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 13.1. Specifically, but without limiting the generality of the foregoing, the failure of any payment Investor at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company will not affect the rate or extend right of any Investor at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Independence Bancshares, Inc.), Registration Rights Agreement (SCBT Financial Corp)
Waivers and Amendments. 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 each Borrower directly affected by such amendment, modification, or waiver and the Required Banks; provided, that no such amendment, modification or waiver:
(a) No failure which would modify any requirement hereunder that any particular action be taken by all Banks or delay on by the part of any Agent or any Lender in exercising any powerRequired Banks, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in without the specific instance and for the specific purpose for which given.consent of each Bank;
(b) No provision which would modify this Section 13.1, change the definition of this Agreement may "Required Banks," change any Percentage for any Bank (except pursuant to an Assignment Agreement), reduce any fees, extend the maturity date of any Loan, reduce any rate of interest payable on the Loans or subject any Bank to any additional obligations, shall be amendedeffective without the consent of each Bank;
(c) which would permit the release of all or any material portion of the Direct Collateral, supplementedIndirect Collateral or CCPA Collateral or the release or termination of Conseco's or CIHC's obligations in the aggregate, modified or waived except any material obligation individually, under the Conseco Guaranty or the CIHC Guaranty shall be effective without the consent of each Bank; provided, however, that such consent shall not be required for the termination of the CIHC Guaranty pursuant to Section 5.14 thereof;
(d) which would extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Loans, shall be effective without the consent of each Bank; or
(e) which would affect adversely the interests, rights or obligations of the Administrative Agent (in writing such capacity) other than removal in accordance with Section 11.6, shall be effective without consent of the provisions Administrative Agent; provided, further that, consistent with (but not in limitation of) the foregoing, (x) at any time that Liabilities of this Section 14.1(ba particular Borrower shall be due and owing, but unpaid, amendments, modifications and waivers may be made applicable to such Borrower without the approval of other Borrowers (but with the approval of each Bank) and amendments, modifications and waivers may be made applicable to other Borrowers without such approval of such Borrower (but with the approval of each Bank). The Loan Parties, the Required Committed Lenders (y) any guarantor and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreementan amendment, provided, however, that no such modification or waiver shall:
(i) of such guarantor's or guaranty without the consent of each affected Lenderany Borrower, and (Az) extend any portion of the Scheduled Termination Date CCPA Collateral may be released or the date Amended and Restated Cash Collateral Agreement may be amended without the consent of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orBorrower.
Appears in 2 contracts
Sources: Guaranty (Conseco Inc), Guaranty (Conseco Inc)
Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Managing Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan Parties, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any Managing Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except as may be required pursuant to a Liquidity Agreement) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Financial Institutions, this Section 14.1(b)13.1(b) or Section 9.1, (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseApplicable Maximum Purchaser Interest,” “Applicable Stress Factor,” “Dilution Percentage,” “Dilution Reserve,” “Eligible Receivable,” “Level One Enhancement Period,” “Level Two Enhancement Period,” “Level Three Enhancement Period,” “Loss Reserve,” “Dilution Loss Percentage,” “Net Receivables Balance,” “Yield and Servicer Fee Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorYield and Servicer Fee Percentage,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or;
Appears in 2 contracts
Sources: Intercreditor Agreement (Consumers Energy Co), Intercreditor Agreement (Consumers Energy Co)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a Majority of the Restricted Stock, right or remedy the obligations of the Company and the rights of the Holders of the Securities under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with the same consent the Company, when authorized by resolution of its Board, may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders of the Securities and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement shall (a) affect any of the rights of any Holder of a Security created by the Certificate or by the statutory corporate law of the state of incorporation of the Company without compliance with all applicable provisions of the Certificate and such statutory corporate law, or (b) reduce the aforesaid proportion of Restricted Stock, the Holders of which are required to consent to any waiver shall:
(i) or supplemental agreement, without the consent of the Holders of all of the Restricted Stock. Upon the effectuation of each affected Lendersuch waiver, (A) extend consent or agreement of amendment or modification, the Scheduled Termination Date Company shall promptly give written notice thereof to the Holders of the Restricted Stock who have not previously consented thereto in writing. Neither this Agreement nor the Certificate, nor any provision hereof or thereof, may be amended, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the party n 12.1. Specifically, but without limiting the generality of the foregoing, the failure of Investor at any time or times to require performance of any provision hereof or of the Certificate by the Company shall in no manner affect the right of Investor at a later time to enforce the same. No waiver by any party of the breach of any term or provision contained in this Agreement or the date Certificate, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any payment such breach, or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit a waiver of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share other term or any Committed Lender’s Commitment, (E) amend, modify covenant contained in the Agreement or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orCertificate.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Value America Inc /Va), Preferred Stock Purchase Agreement (Value America Inc /Va)
Waivers and Amendments. (a) No failure or delay on the part of Agent, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(ba) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Conduit, Seller, each Purchaser Agent and Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Financial Institution Yield or any CP Costs (or any component of Interest Financial Institution Yield or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Conduit’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderConduit’s CommitmentConduit Purchase Limit (other than, to the extent applicable in each case, pursuant to Section 4.6 or the terms of any Funding Agreement), (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchasers, Section 2.2, Section 2.3, Section 4.6, this Section 14.1(b)) or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss ReserveCredit Enhancement,” “Dilution ReserveHedging Agreement,” “Interest ReserveHedge Provider,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveNet Portfolio Balance” or “Required Reserve Factor FloorRPA Deferred Purchase Price” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Purchasers, but with the consent of Seller, Agent may amend this Agreement solely to add additional Persons as Financial Institutions, Conduits and/or Purchaser Agents hereunder and (ii) Agent, the Required Purchasers and each Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of any Seller Party, provided that such amendment has no negative impact upon such Seller Party. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon each Seller Party, the Purchaser Agents, the Purchasers and Agent.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Waivers and Amendments. (a) No failure or delay on of the part of Administrative Agent, any other Agent or any Lender in exercising any power, power or right or remedy under this Agreement hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or remedy power, preclude any other or further exercise thereof or the exercise of any other power, right or remedypower. The rights and remedies herein provided shall be of the Administrative Agent, the other Agents and the Lenders hereunder are cumulative and nonexclusive are not exclusive of any rights or remedies provided by lawwhich they would otherwise have. Any No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.
(b) No provision of Neither this Agreement nor any provision hereof may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing in accordance with entered into by the provisions of this Section 14.1(b). The Loan Parties, Borrower and the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Lenders; provided, however, that no such modification or waiver shall:
agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender affected Lenderthereby, (Aii) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate increase or extend the time of payment of Interest Commitment or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for decrease the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal Facility Fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4, Section 8.7, the provisions of this Section or the definition of "Required Lenders" or Article 3 without the prior written consent of each Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) ; PROVIDED FURTHER that no such agreement shall amend, modify or waive any provision otherwise affect the rights or duties of the definition of Required Committed Lenders Administrative Agent, the Documentation Agent or this Section 14.1(b), (F) the Managing Agents hereunder without the prior written consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orManaging Agents, the Documentation Agent or the Administrative Agent, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section.
Appears in 2 contracts
Sources: Credit Agreement (Harris Corp /De/), Credit Agreement (Harris Corp /De/)
Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement any Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller and the Agent, with the consent of the Required Committed Lenders and the Administrative Agent Purchaser Agents, may enter into written modifications or waivers of any provisions of this Agreementany Transaction Document; provided that, provided, however, that no such modification or waiver shall:
(i) without the consent of each Purchaser adversely affected Lenderthereby, (A) extend the Scheduled Facility Termination Date for the related Purchaser Group or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce change any fee payable to any Agent for the benefit of the Lenderssuch Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchaser Agents, Section 9.1, Section 12.1(d), Section 12.1(e), this Section 14.1(b13.1(b), Section 13.5, Section 13.6(b) or Section 13.12, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” Available Commitment”, “Commitment”, “Eligible Receivable,” ”, “Loss Reserve,” Liquidity Agreement”, “Dilution Reserve,” Concentration Percentage”, “Interest Reserve,” Excess Concentration”. “Servicing Reserve,” Purchase Limit”, “Servicing Fee Rate,” “Required ReservePurchase Price” or “Required Reserve Factor Floor” Reserve”, or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesVFCC, the Required Committed Lenders Borrower and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed LenderLiquidity Bank’s Pro Rata Share or any Committed LenderLiquidity Bank’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Yield Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 2 contracts
Sources: Credit and Security Agreement (Acuity Brands Inc), Credit and Security Agreement (Zep Inc.)
Waivers and Amendments. (a) No failure or delay on the part of either Party at any Agent time to: (i) enforce or to require the performance of any Lender in exercising of the terms and conditions of this MSA; or (ii) exercise any power, right or remedy of its rights under this Agreement MSA, shall operate as constitute a waiver thereofof such terms and conditions or rights or affect or impair any of such terms and conditions or rights in any way, nor shall it preclude or restrict the right of either Party at any time to exercise such remedies it may have for each and every breach of any of the terms and conditions of this MSA. No single or partial exercise of any such power, right or remedy by either Party provided under this MSA or by law shall preclude or restrict the further exercise of that or any other further right or remedy by that Party. No exercise thereof by Company or its authorised representatives of any of its or their rights or obligations under this MSA, including any right of inspection, testing, witnessing, expediting, monitoring or examination, or the exercise giving of any other powerinstruction by Company or its authorised representatives or the presence of or observation of the Work by Company or its authorised representatives or any payment made or caused to be made by Company under this MSA shall constitute any acceptance or approval of the Work, right the Goods or remedythe Equipment by Company or relieve Contractor from any of its liabilities or obligations under this MSA. The rejection of any part of the Work, the Goods or the Equipment shall not be construed as an approval or acceptance of any part thereof not so rejected. No amendment to this MSA, including any variation to the Work, shall be valid unless it is recorded in an Amendment or a Variation as applicable. Severance If any provision or part-provision of this MSA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 41.3(a) shall not affect the validity and enforceability of the rest of this MSA. If one Party gives notice to the other of the possibility that any provision or part-provision of this MSA is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. Saving of Rights The expiry of this MSA or the termination of all or any part of the Work or this MSA, howsoever occasioned, shall be without prejudice to the rights and remedies herein provided of the Parties up to and including the date of such expiry or termination and shall be cumulative and nonexclusive of any rights not affect or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of prejudice any provisions of this AgreementMSA that are expressed or by their nature intended to come into effect on or continue in effect after such expiry or termination, providedincluding any exclusions or indemnities, howeverobligations relating to tax and customs duties, successor contractor obligations, audit rights, record keeping obligations, intellectual property rights, obligations relating to business ethics and compliance with Legislation, confidentiality undertakings and governing law and disputes provisions, which shall continue as valid and enforceable obligations of the Parties, provided that no such modification or waiver shall:
(i) without in the consent event of each affected Lender, (A) extend the Scheduled Termination Date or the date termination of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest all or any CP Costs part of the Work, unless Company notifies Contractor otherwise, the whole of the remaining provisions of this MSA shall remain in full force and effect. Independent Contractor, No Partnership or Agency Contractor shall at all times be an independent contractor and as such shall control the Work and be responsible for the results. Nothing in this MSA is intended to or shall operate to create a mining or other partnership, joint venture, association or trust between the Parties. Neither Contractor nor any person engaged or employed by Contractor, including Subcontractors or Personnel, shall, other than as expressly authorised by Company in writing, either represent themselves as, or be deemed for any purpose to be, an employee, agent, or representative of Company Group or be authorised to commit Company to any binding legal obligation. Governing Law The MSA, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law, excluding any choice of law rules which would refer the interpretation of this MSA to the laws of another jurisdiction other than England. Counterpart Execution The MSA may be executed in counterparts with the same effect as if the signatures to each such counterpart were on the same document provided that this MSA shall not be effective until a counterpart has been executed and delivered by each Party. A Party shall be entitled to rely on a copy of this MSA signed by the other Party and delivered to it by facsimile or electronic means (or any component including e-mail) until the delivery to it of Interest or CP Costsan original of this MSA containing the original signature of the other Party. CALL-OFF ORDER REF NUMBER: [insert] DATE OF CALL-OFF ORDER: [insert date] Under the terms and conditions contained in the MASTER SUPPLY AGREEMENT dated [insert date] (the "MSA"), the Company has requested and the Contractor agrees to perform the Work detailed in this call-off order (C) reduce any fee payable to any Agent the "Call-Off Order"). Words and expressions defined in the MSA shall have the same meaning when used in this Call-Off Order, unless the context otherwise requires. Company legal entity, company number and registered address requesting and authorising the Works under this Call-Off Order: [insert details] (for the benefit purposes of this Call-Off Order, the "Company") Contractor legal entity, company number and registered address agreeing to perform the Works under this Call-Off Order: [insert details] (for the purposes of this Call-Off Order, the "Contractor") [Note: Please specify the precise contracting entities. Note, these may be Affiliates of the Lenders, (D) except pursuant to Article XII hereof, change Company and Contractor entities which entered into the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orrelated MSA.]
Appears in 2 contracts
Waivers and Amendments. (a) No failure delay or delay on omission of the part Lenders to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Agent Default or any Lender in exercising any poweran acquiescence therein, right or remedy under this Agreement shall operate as a waiver thereof, nor shall and any single or partial exercise of any such power, right shall not preclude other or remedy preclude any other further exercise thereof or the exercise of any other powerright. No waiver, right amendment or remedy. The rights and remedies herein provided other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be cumulative and nonexclusive valid unless in writing signed by Borrower, the Required Lenders (or the Agent with the written consent of the Required Lenders), and, to the extent any rights or remedies provided by lawduties of the Agent may be affected thereby, the Agent; provided, however, that no waiver, amendment, modification, consent or other variation shall, without the prior written consent of each Lender affected thereby, (a) authorize or permit the extension of time for paying the principal of, or interest on, any Obligations (including, without limitation, payments due under Section 2.3.1), or any fees payable hereunder or thereunder, or any change in, or forgiveness or reduction of, the principal amount thereof or the rate of interest or fees thereon (other than as a result of waiving the applicability of any increase in the applicable interest rate upon Default or maturity) or increase the amount of any Lender's Commitment hereunder, (b) amend (i) the definition of Required Lenders or the percentage of Lenders required to take or approve any action hereunder, or (ii) the provisions of this Section or Sections 7 or 8.1, (c) release a Substantial Portion of collateral, if any, subject to any Loan Document, or (d) waive, amend, or modify any other provision of the Loan Documents which creates an Obligation on the part of Borrower to indemnify the Agent or any Lender or to pay money to the Agent or any Lender. Any waiver of this Agreement such waiver, amendment, modification or consent shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the ---------------------- part of any Agent or any Lender party hereto in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(bSECTION 12.01(B). The Loan PartiesFalcon, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Investors, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall:
(i) without the consent of each affected Lender, Purchaser: (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Discount (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII ARTICLE XL hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s an Investor's Pro Rata Share or any Committed Lender’s an Investor's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors or this Section 14.1(bSECTION 12.01(B), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "DILUTION RESERVE", "DISCOUNT RESERVE,” “Loss Reserve" "LOSS RESERVE PERCENTAGE,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” " or “Required Reserve Factor Floor” "AGGREGATE RESERVE PERCENTAGE" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Investors, the Agent may, with the consent of the Seller, amend this Agreement solely to add additional Persons as Investors hereunder and (ii) without the consent of the Seller, the Agent, the Required Investors and Falcon may enter into amendments to modify any of the terms or provisions of ARTICLE III, ARTICLE X, ARTICLE XI or SECTION 12.13 provided that such amendment has no negative impact upon the Seller. Any modification or waiver made in accordance with this SECTION 12.01 shall apply to each of the Purchasers equally and shall be binding upon the Seller, the Purchasers and the Agent.
(c) Neither the Seller nor the Agent shall consent to any amendment of the Sale Agreement without the prior written consent of the Required Investors if such amendment would have a material adverse effect on any Investor.
Appears in 1 contract
Sources: Receivable Interest Purchase Agreement (Federal Mogul Corp)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach of the Conduits, the Required Committed Lenders Seller and the Administrative Agent Agents may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "LOSS RESERVE,” “Loss Reserve" "DEFAULT RATIO,” “Dilution Reserve" "DILUTION RESERVE,” “Interest Reserve" "DILUTION RATIO,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” " or “Required Reserve Factor Floor” "YIELD RESERVE" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Liquidity Banks, but with the consent of Seller, the Agents may amend this Agreement solely to add additional Persons as Liquidity Banks hereunder and (ii) the Agents and Conduits may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, or Section 14.13 of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agents.
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Agent Managing Agent, any L/C Issuer or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller, the Required Committed Lenders and Servicer, the Administrative Agent and the Required Managing Agents, may enter into written amendments, supplements, modifications or waivers of any provisions of this Agreement, provided, however, that no such amendment, supplement, modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Managing Agent or the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (except pursuant to Section 13.1) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Managing Agents or this Section 14.1(bl4.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseAggregate Reserves,” “Default Ratio,” “Delinquency Ratio,” “Dilution Floor Reserve,” “Dilution Ratio,” “Dilution Reserve,” “Dilution Reserve Floor,” “Eligible Receivable,” “Loss Floor Reserve,” “Dilution Loss Reserve,” “Interest ReserveLoss Reserve Floor,” “Servicing ReserveLoss Percentage,” “Servicing Fee RatePurchaser Interest,” “Required ReserveTurnover Ratio” or “Required Reserve Factor Floor” or Yield and Servicing Reserve”, (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clausesclauses or (I) release the lien of the Administrative Agent for the benefit of the Purchasers on all or substantially all of the Receivables; or
Appears in 1 contract
Sources: Receivables Purchase Agreement (Marathon Petroleum Corp)
Waivers and Amendments. (a) No failure or delay on the part of any Agent the Administrative Agent, the Purchaser or any Lender the Committed Investors in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesPurchaser, the Required Committed Lenders Investors, Seller and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of the Purchaser, the Committed Investors and each affected LenderLiquidity Bank, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersPurchaser and the Committed Investors, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “Interest " "Yield Reserve,” “" "Servicing Reserve,” “" "Servicing Fee Rate,” “" "Required Reserve” " or “"Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Administrative Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent, and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.
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Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Asset Interest Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss Reserve" "Purchase Price,” “Dilution Reserve" or "Adjusted Liquidity Price,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a majority of the Registrable Securities then outstanding, right or remedy the obligations of the Company and the rights of the Holders under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with the same consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement may reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shall:
(i) or supplemental agreement, without the consent of the Holders of all the Registrable Securities; and provided further, and notwithstanding any provision herein to the contrary, that any such waiver, amendment or supplement that applies only to a particular registration shall require only the written consent of the Holders of a majority of the Registrable Securities included in such registration. Upon the effectuation of each affected Lendersuch waiver, (A) extend consent or agreement of amendment or modification, the Scheduled Termination Date Company will give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, except by a statement in writing signed by the date party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 13.1. Specifically, but without limiting the generality of the foregoing, the failure of any payment Investor at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company will not affect the rate or extend right of any Investor at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Monarch Financial Holdings, Inc.)
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent provision of this Agreement, the Notes, or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereofother Credit Document, nor consent to any departure by any Credit Party therefrom, shall in any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or event be effective unless the exercise of any other power, right or remedy. The rights and remedies herein provided same shall be cumulative in writing and nonexclusive of any rights signed by the Majority Lenders and the Borrower, and then such waiver or remedies provided by law. Any waiver of this Agreement consent shall be effective only in the specific instance and for the specific purpose for which given.
; provided that, no such agreement shall (a) increase the Commitment of any Lender without the written consent of such Lender, (b) No provision increase the aggregate Revolving Commitments other than pursuant to Section 2.1(c) as in effect on the date hereof without the written consent of this Agreement may be amendedeach Lender, supplemented, modified (c) reduce the principal amount of any Advance (other than prepayments or waived except in writing repayments in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions terms of this Agreement) or reduce the amount of or rate of interest thereon, providedor reduce any fees payable hereunder, however, that no such modification or waiver shall:
(i) without the written consent of each Lender affected Lenderthereby, (Ad) extend postpone the Scheduled Termination Date or the scheduled date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest the principal amount of any Advance, or any CP Costs (interest thereon, or any component fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of Interest or CP Costsexpiration of any Commitment, without the written consent of each Lender affected thereby, (e) change Section 2.13(f), (C) reduce Section 2.5(e), Section 7.6, this Section 9.2 or any fee payable to other provision in any Agent for Credit Document which expressly requires the benefit consent of, or action or waiver by, all of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (Ef) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent alter the intention pro rata sharing of payments to or disbursements by Lenders required thereby, without the written consent of each Lender, (g) release any Guarantor from its obligation under any Guaranty without the written consent of each Lender or (h) change any of the restrictions set forth in provisions of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such clauses; oragreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Lenders or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Lender or the Swingline Lender, as the case may be.
Appears in 1 contract
Waivers and Amendments. (a) No failure Such Defaulting Lender’s right to approve or delay on the part of disapprove any Agent amendment, waiver or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of consent with respect to this Agreement shall be effective only restricted as set forth in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Lenders. - 124 - (B) Defaulting Lender Waterfall. Any payment of principal, interest, fees or this other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 14.1(b12.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), (F) consent to or permit the assignment or transfer by Borrower funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its rights and obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (Gx) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in payment is a manner that would circumvent the intention payment of the restrictions principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in such clauses; orSection 3.01 and Section
Appears in 1 contract
Sources: Secured Credit Agreement (Willis Lease Finance Corp)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b16.1(b). The Loan PartiesConduit, the Required Committed Lenders Servicer, the Seller and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (Aa) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (Bb) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (Cc) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (Dd) except pursuant to Article XII XIII hereof, change the amount of the principal Capital of any Lender------------ Purchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to Sections 14.1 or 14.5) or any Committed Lender’s ------------- ---- Financial Institution's Commitment, (Ee) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b16.1(b), (F) consent to or permit the assignment or --------------- transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “", "Aggregate Reserves" or "Reserve Fund Required Reserve” or “Required Reserve Factor Floor” or Amount"or (H) amend or modify ------------------- ------------------ ---------------------------- any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (Aa) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 1 contract
Sources: Receivables Purchase Agreement (Trendwest Resorts Inc)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a Majority of the Registrable Securities, right or remedy the obligations of the Company and the rights of the Holders under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with the same consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders and the Administrative Agent may enter into written modifications or waivers of any provisions of this AgreementCompany; PROVIDED, provided, howeverHOWEVER, that no such modification waiver or supplemental agreement may reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shall:
(i) or supplemental agreement, without the consent of the Holders of all the Registrable Securities; and PROVIDED FURTHER that any such waiver amendment or supplement that applies only to a particular registration shall require only the written consent of the Holders of a Majority of the Registrable Securities included in such registration. Upon the effectuation of each affected Lendersuch waiver, (A) extend consent or agreement of amendment or modification, the Scheduled Termination Date Company will give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the date party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 11.1. Specifically, but without limiting the generality of the foregoing, the failure of any payment Investor at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company will not affect the rate or extend right of any Investor at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.
Appears in 1 contract
Waivers and Amendments. (aSubject to Section 10.02(c) No failure or delay on the part of any Agent or any Lender in exercising any powerbelow, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No no provision of this Agreement or any other Loan Agreement or any Required Third Party Document may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby (including any such Lender that is a Defaulting Lender), (iii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 3.13(b) or (c) in accordance with a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) change any of the provisions of this Section 14.1(b). The or the definition of “Required Lenders “ or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (vi) release Guarantor from any of its obligations under the Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications Documents or waivers release all or substantially all of any provisions Mortgaged Property from the lien of this Agreementthe Loan Documents, providedwithout the written consent of each Lender (other than any Defaulting Lender), howeveror (vii) permit an assignment by Borrower of any rights or obligations under the Loan Documents, without the written consent of each Lender (other than a Defaulting Lender); provided further that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) agreement shall amend, modify or waive any provision otherwise affect the rights or duties of Administrative Agent hereunder without the definition prior written consent of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.
Appears in 1 contract
Sources: Term Loan and Security Agreement (KBS Growth & Income REIT, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b11.1(b). The Loan PartiesFalcon, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Investors, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Discount or any CP Costs Funding Charges (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII X hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s an Investor's Pro Rata Share or any Committed Lender’s an Investor's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors or this Section 14.1(b11.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, or (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses clauses
(A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the consent of the Investors with aggregate Commitments equal to at least 85% of the Purchase Limit, change the definition of "Dilution Reserve Percentage," "Discount/Servicing Reserve Percentage," "Eligible Receivable," or "Loss Reserve Percentage"; or
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on ---------------------- the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesPREFCO, Seller, the Required Committed Lenders Servicer and the Administrative Agent Agent, --------------- at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, -------- ------- that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal ----------- Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Committed Lender’s Financial ------------- ---- Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section ------- 14.1(b), (F) consent to or permit ------- the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or Receivable,"or (H) amend or modify any defined term (or any ------------------- defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or
(iii) without the written consent of the Servicer, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of the Servicer. Notwithstanding the foregoing, without the consent of the Financial Institutions, the Agent may, with the consent of Seller, amend this Agreement solely to add additional Persons as Financial Institutions hereunder. Any modification or waiver made in accordance with this Section 14.1 shall apply to ------------ each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Servicer and the Agent.
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of any Agent Agent, or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller and Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Purchase Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Purchaser Yield (or any component of Interest or CP CostsPurchaser Yield), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchasers, Section 4.6, this Section 14.1(b)) or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseConcentration Limit,” “Eligible Receivable,” “Loss ReserveCredit Enhancement,” “Dilution ReserveHedging Agreement,” “Interest ReserveHedge Provider,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveNet Portfolio Balance” or “Required Reserve Factor FloorRPA Deferred Purchase Price” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Purchasers, but with the consent of Seller, Agent may amend this Agreement solely to add additional Persons as Purchasers, hereunder and (ii) Agent and the Required Purchasers may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of any Seller Party, provided that such amendment has no negative impact upon such Seller Party. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon each Seller Party, the Purchasers and Agent.
Appears in 1 contract
Sources: Contract Purchase Agreement (Patterson Companies, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Agent Committed Bank or any the Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesLender, the Required Committed Lenders Banks, Borrower and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of the Lender, each Committed Bank and each affected LenderLiquidity Bank, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Master Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersLender and the Committed Banks, (DC) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share Loan or any Committed Lender’s Commitmentthe Aggregate Principal, (ED) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (FE) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (GF) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (HG) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Administrative Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent, and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.
Appears in 1 contract
Sources: Credit and Security Agreement (Louisiana Pacific Corp)
Waivers and Amendments. (a) No failure or delay on the part of any Agent the Collateral Agent, the Managing Agents or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b12.1(b). The Loan PartiesConduit Purchasers, Seller, the Servicer, the Managing Agents and the Collateral Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Collateral Agent or the Managing Agents for the benefit of the LendersPurchasers, (D) except pursuant to Article XII XI hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (except as may be required pursuant to a Conduit Purchaser’s Liquidity Agreement) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b12.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orunder
Appears in 1 contract
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent provision of this Agreement, the Notes, or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereofother Credit Document, nor consent to any departure by any Credit Party therefrom, shall in any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or event be effective unless the exercise of any other power, right or remedy. The rights and remedies herein provided same shall be cumulative in writing and nonexclusive of any rights signed by the Majority Lenders and the Borrower, and then such waiver or remedies provided by law. Any waiver of this Agreement consent shall be effective only in the specific instance and for the specific purpose for which given.
; provided that, no such agreement shall (a) increase the Commitment of any Lender without the written consent of such Lender, (b) No provision increase the aggregate Revolving Commitments other than pursuant to Section 2.1(c) as in effect on the date hereof without the written consent of this Agreement may be amendedeach Lender, supplemented, modified (c) reduce the principal amount of any Advance (other than prepayments or waived except in writing repayments in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions terms of this Agreement) or reduce the amount of or rate of interest thereon, providedor reduce any fees payable hereunder, however, that no such modification or waiver shall:
(i) without the written consent of each Lender affected Lenderthereby, (Ad) extend postpone the Scheduled Termination Date or the scheduled date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest the principal amount of any Advance, or any CP Costs (interest thereon, or any component fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of Interest or CP Costsexpiration of any Commitment, without the written consent of each Lender affected thereby, (e) change Section 2.13(f), (C) reduce Section 2.5(e), Section 7.6, this Section 9.2 or any fee payable to other provision in any Agent for Credit Document which expressly requires the benefit consent of, or action or waiver by, all of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (Ef) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent alter the intention pro rata sharing of payments to or disbursements by Lenders required thereby, without the written consent of each Lender, (g) release any Guarantor from its obligation under any Guaranty except any Guarantor sold as permitted by Sections 6.7 and 6.8, without the written consent of each Lender or (h) change any of the restrictions set forth provisions of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Lenders or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Lenders or the Swingline Lender, as the case may be.
(b) Notwithstanding anything to the contrary contained in this Section 9.2 Credit Documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such clauses; oramendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such Credit Documents to be consistent with this Agreement and the other Credit Documents.
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of any Agent the Agent, the LC Issuer or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any No amendment or waiver of any provision of this Agreement or consent to any departure by any of the Borrower or any Affiliate thereof shall be effective unless in a writing signed by the Agent, the LC Issuer, and the Majority Lenders (and, in the case of any amendment, also signed by the Borrower), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.; provided, however, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Servicer, affect the rights or duties of the Servicer under this Agreement; and (B) no amendment, waiver or consent shall, unless in writing and signed by the Agent and each Lender:
(bi) No provision change (directly or indirectly) the definitions of, Borrowing Base Deficiency, Defaulted Receivable, Delinquent Receivable, Eligible Receivable, Facility Limit, Facility Termination Date, Net Pool Balance or Required Reserve contained in this Agreement, or increase the then existing Concentration Limits;
(ii) reduce the amount of this Agreement may be amended, supplemented, modified principal or waived except in writing in accordance Interest that is payable on account of any Loan or with respect to any other Credit Extension or delay any scheduled date for payment thereof;
(iii) change any Amortization Event or Event of Default;
(iv) release all or a substantial portion of the Collateral from the Agent’s security interest created hereunder;
(v) release the Parent from any of its obligations under the Performance Guaranty or terminate the Performance Guaranty;
(vi) change any of the provisions of this Section 14.1(b). The Loan Parties, 13.1 or the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers definition of any provisions of this Agreement, provided, however, that no such modification or waiver shall:“Majority Lenders”; or
(ivii) change the order of priority in which Collections are applied pursuant to Sections 2.2 and 2.3. Notwithstanding the foregoing, (x) no amendment, waiver or consent shall increase any Lender’s Commitment hereunder without the consent of each affected Lendersuch Lender and (y) no amendment, (A) extend the Scheduled Termination Date waiver or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) consent shall reduce any fee fees payable by the Borrower to any Agent for Lender or delay the benefit dates on which any such fees are payable, in either case, without the consent of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any such Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or.
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesVFCC, the Required Committed Lenders Seller, CIT/BC and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lendersany Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "CURRENCY RESERVE,” “Loss Reserve" "DEEMED INTEREST RESERVE,” “Dilution Reserve" "LOSS RESERVE,” “Interest Reserve" "DILUTION RESERVE,” “Servicing Reserve" "YIELD RESERVE,” “Servicing Fee Rate" "SERVICING RESERVE,” “Required Reserve” " "SERVICING FEE RATE," "REQUIRED RESERVE" or “Required Reserve Factor Floor” "REQUIRED RESERVE FACTOR FLOOR" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Wolverine Tube Inc)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provisions of this Agreement and of each of the other Loan Documents may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing, is made in accordance with the Intercreditor Agreement and consented to by the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, given and; provided, however, that no such amendment, modification or waiver shallwaiver:
(ia) which would modify any requirement hereunder that any particular action be taken by all Lenders or by the Required Lenders, shall be effective without the consent of each affected Lender;
(b) which would modify this Section 10.1, change the definition of "Required Lenders," change any Percentage for any Lender (A) except in accordance with Section 10.5 pursuant to an Assignment and Acceptance or an assignment pursuant to Section 2.12), reduce any fees, extend the Scheduled Termination Date Date, or subject any Lender to any additional obligations, shall be effective without the consent of each Lender;
(c) which would extend the due date of for, or reduce the amount of, any payment or deposit prepayment of Collections by Borrower principal of or interest on or any fee related to any Revolving Loan or any LC Obligation, shall be effective without the consent of each Lender;
(d) which would affect adversely the interests, rights or obligations of the Agent or the Servicer, Issuing Lender (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costsin such capacity), (C) reduce any fee payable to any Agent for the benefit shall be effective without consent of the LendersAgent or the Issuing Lender, respectively; or
(De) except pursuant to Article XII hereof, change the amount release any Guarantor from its obligations under its respective Guaranty or release or subordinate any portion of the principal Collateral, except as otherwise may be provided in Section 9.11 above. Upon the effectiveness of any Lenderconsent, any Committed Lender’s Pro Rata Share amendment, modification or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations waiver under this Agreement, the Agent shall promptly give each Lender written notice (Gincluding a description) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” such consent, amendment, modification or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orwaiver.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Boston Chicken Inc)
Waivers and Amendments. (a) (q) No failure amendment, modification, restatement, supplement, termination, or delay on the part waiver of or to, or consent to any Agent or departure from, any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or the other Loan Documents (other than the Fee Letter), shall be effective unless the same shall be in writing and signed by or on behalf of the Required Lenders (or by Agent at the written request of the Required Lenders) and Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification waiver, amendment, or waiver consent shall, unless in writing and signed by all of the Lenders affected thereby and Borrower, do any of the following:
(i) without the consent of each affected Lender, (A) increase or extend the Scheduled Termination Date or the date any Commitment of any Lender; provided, that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Commitment of any Lender,
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or deposit of Collections by Borrower other amounts due hereunder or the Servicer, under any other Loan Document,
(Biii) reduce the principal of, or the rate of interest on, any loan or extend the time other extension of payment of Interest credit hereunder, or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee fees or other amounts payable to hereunder or under any Agent for other Loan Document (except in connection with the benefit waiver of applicability of Section 2.5 (which waiver shall be effective with the written consent of Required Lenders, ),
(Div) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share that is required to take any action hereunder,
(v) amend or any Committed Lender’s Commitment, (E) amend, modify this Section or waive any provision of this Agreement providing for consent or other action by all Lenders,
(vi) other than as permitted by Section 10.12, release the definition of Required Committed Lenders or this Section 14.1(b), (F) consent Agent’s Lien in and to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreementthe Collateral,
(vii) amend Section 9.1(a) to permit Borrower, any Guarantor, or any of their respective Affiliates to be permitted to become an Assignee,
(Gviii) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveLenders” or “Required Reserve Factor Floor” or Pro Rata Share”, or
(Hix) amend or modify other than as permitted by Section 10.12, release Borrower from any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent obligation for the intention payment of the restrictions set forth in such clauses; ormoney.
Appears in 1 contract
Sources: Credit Agreement (JMP Group LLC)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement or any other Loan Document may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing in accordance entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the provisions consent of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Lenders; provided, however, that no such modification or waiver shall:
agreement shall (i) increase the Commitment Amount of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Advance or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected Lenderthereby, (Aiii) extend postpone the Scheduled Termination Date or the scheduled date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest the principal amount of any Advance or any CP Costs (interest thereon, or any component fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of Interest or CP Costs)each Lender affected thereby, (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (Giv) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” Section 2.14(b) or (Hc) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent alter the intention pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the restrictions set forth provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vi) release Guarantor from any of its obligations under the Loan Documents or release the Collateral from the lien of the Loan Documents (except to the extent provided in Section 2.18 or other applicable provisions hereof), without the written consent of each Lender, or (vii) permit an assignment by Borrower of any rights or obligations under the Loan Documents, without the written consent of each Lender; provided further that no such clauses; oragreement shall amend, modify or otherwise affect the rights or duties of Administrative Agent hereunder or a Swing Line Lender hereunder, as applicable, without the prior written consent of Administrative Agent or a Swing Line Lender, as the case may be.
Appears in 1 contract
Sources: Borrowing Base Revolving Line of Credit Agreement (Industrial Income Trust Inc.)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a majority of the Registrable Securities then outstanding, right or remedy the obligations of the Company and the rights of the Holders under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and REGISTRATION RIGHTS AGREEMENT FOR NEW INVESTORS (2) with the same consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement may reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shall:
(i) or supplemental agreement, without the consent of the Holders of all the Registrable Securities; and provided further, and notwithstanding any provision herein to the contrary, that any such waiver amendment or supplement that applies only to a particular registration shall require only the written consent of the Holders of a majority of the Registrable Securities included in such registration. Upon the effectuation of each affected Lendersuch waiver, (A) extend consent or agreement of amendment or modification, the Scheduled Termination Date Company will give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the date party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 12.1. Specifically, but without limiting the generality of the foregoing, the failure of any payment Investor at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company will not affect the rate or extend right of any Investor at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (North Country Financial Corp)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a Majority of the Registrable Securities, right or remedy the obligations of the Company and the rights of the Holders of Registrable Securities under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with the same consent the Company, when authorized by resolution of its Board, may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders of Registrable Securities and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement shall reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shallor supplemental agreement, without the consent of the Holders of all of the Registrable Securities.
(b) Notwithstanding subsection (a) above:
(i) without the consent of ABS, the obligations of the Company to ABS and the rights of ABS hereunder may not be waived, modified or amended in such manner as to adversely affect the rights of ABS;
(ii) without the consent of the Holders of a Majority of the Series A Investors, the obligations of the Company to the Series A Investors and the rights of the Series A Investors hereunder may not be waived, modified or amended in such manner as to adversely affect the rights of the Series A Investors; and
(iii) without the consent of Premier, the obligations of the Company to Premier and the rights of Premier hereunder may not be waived, modified or amended in such manner as to adversely affect the rights of Premier.
(c) Upon the effectuation of each affected Lendersuch waiver, consent or agreement of amendment or modification, the Company agrees to give promptly written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing.
(Ad) extend Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the Scheduled Termination Date party against which enforcement of the change, waiver, discharge or termination is sought, except to the date extent provided in this Section 13.1. Specifically, but without limiting the generality of the foregoing, the failure of any payment party hereunder at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company shall in no manner affect the rate or extend right of such party at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (American Pharmaceutical Partners Inc /Ca/)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Asset Interest Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except pursuant to a Funding Agreement) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss ReservePurchase Price,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorAdjusted Liquidity Price,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesPREFCO, Seller, the Required Committed Lenders Servicer and the Administrative Agent Agent, at the direction of --------------- the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such -------- ------- modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, ----------- any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to Sections -------- 13.1 or 13.5) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify ---- ---- or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or --------------- transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend ------------------- or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or
(iii) without the written consent of the Servicer, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of the Servicer. Notwithstanding the foregoing, without the consent of the Financial Institutions, the Agent may, with the consent of Seller, amend this Agreement solely to add additional Persons as Financial Institutions hereunder. Any modification or waiver made in accordance with this Section 14.1 shall apply to ------------ each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Servicer and the Agent.
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of the Administrator, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement any Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller and the Administrator, with the consent of the Required Committed Lenders and the Administrative Agent Purchaser Agents, may enter into written modifications or waivers of any provisions of this Agreementany Transaction Document; provided that, provided, however, that no such modification or waiver shall:
(i) without the consent of each Purchaser affected Lenderthereby, (A) extend the Scheduled Facility Termination Date for the related Purchaser Group or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce change any fee payable to any Agent for the benefit of the Lenderssuch Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchaser Agents, Section 9.1, Section 12.1(d), Section 12.1(e), this Section 14.1(b13.1(b), Section 13.5, Section 13.6(b) or Section 13.13, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseAvailable Commitment,” “Commitment,” “Dilution Reserve,” “Eligible Receivable,” “Government Receivable Excess,” “Liquidity Agreement”, “Loss Reserve,” “Dilution Obligor Concentration Limit,” “Yield Reserve,” “Interest Purchase Limit,” “Purchase Price,” “Rebate Reserve,” “Servicing Required Reserve,” “Required Reserve Factor Floor” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorServicing Reserve” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clausesclauses ; or
Appears in 1 contract
Sources: Receivables Purchase Agreement (Amerisourcebergen Corp)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement and the Notes may be amended, supplemented, waived or modified or waived except in writing in accordance with only upon the provisions written consent of this Section 14.1(b). The Loan Parties, the Company and the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Investors; provided, however, that no such modification amendment, waiver or waiver shall:
consent shall without each affected Investor’s written consent: (i) reduce the principal amount of or change the Maturity Date of any Note, (ii) reduce the rate of or change the stated time for payment of principal or interest of any Note, (iii) extend or increase any Commitment of any Investor without the written consent of such investor, (iv) reserved, (v) make any Note payable in a currency other than that stated in such Note, (vi) change the ranking of any Note in any manner adverse to the rights of the affected Investor, (vii) modify in a manner adverse to the rights of any Investor the provisions related to the redemption of any Note, (viii) impair the right of any Investor to receive payment on, or with respect to, any Note or impair the right to initiate suit for the enforcement of any delivery or payment on, or with respect to, any Note, (ix) modify any Transaction Document in a manner that disproportionately adversely affects any Investor; provided, that treating all Investors in the same manner shall be deemed not to disproportionately adversely affect any Investor, (x) waive any condition set forth in Sections 4 or 5 or (xi) waive compliance with or modify this Section 10(a) in a manner adverse to any Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon all of the parties hereto. Notwithstanding the forgoing, the Company and the Collateral Agent may amend or supplement any Transaction Document without the consent of each affected Lenderany Investor to (1) cure any ambiguity, defect or inconsistency which is not material, (A2) extend to make, complete or confirm any grant of Collateral permitted or required by any of the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the ServicerCollateral Documents, (B3) reduce the rate or extend the time of payment of Interest or to revise any CP Costs (or schedule to reflect any component of Interest or CP Costs)change in notice information, (C4) reduce any fee payable to any Agent for revise the benefit name of the Lenders, (D) except pursuant Collateral Agent on any UCC financing statement or other Collateral Document as may be necessary to Article XII hereof, change reflect the amount replacement of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision Collateral Agent; provided that the Collateral Agent shall receive and may conclusively rely upon an Officers’ Certificate of the definition Company stating that the execution of Required Committed Lenders such amendment, modification or supplement is authorized and permitted by this Section 14.1(b), (F) consent Agreement and the Transaction Documents and that all conditions precedent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orexecution thereof have been complied with.
Appears in 1 contract
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or any other Loan Document (other than Bank Product Agreements), and no consent with respect to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent, Required Lenders (or by the Agents at the written request of the Required Lenders) and the Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification waiver, amendment, or waiver consent shall:
(ia) without the consent of each affected Lender, (A) increase or extend the Scheduled Termination Date or the date any Delayed Draw Term Loan Commitment of any payment Lender; provided that no amendment, modification or deposit waiver of Collections by Borrower any condition precedent, covenant, Event of Default or the Servicer, (B) reduce the rate or extend the time of payment of Interest or Default shall constitute an increase in any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal Delayed Draw Term Loan Commitment of any Lender, without the written consent of each Lender directly and adversely affected thereby,
(b) postpone or delay any Committed Lender’s date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby,
(c) reduce the principal of, or the rate of interest on, or the Prepayment Premium, if any, any Loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby,
(d) change the Pro Rata Share that is required to take any action hereunder, without the written consent of each Lender,
(e) amend or any Committed Lender’s Commitment, (E) amend, modify this Section or waive any provision of the definition Agreement providing for consent or other action by all Lenders, without the written consent of Required Committed Lenders or this each Lender,
(f) other than as permitted by Section 14.1(b)10.12, (F) consent release the Collateral Agent’s Lien in and to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreementthe Collateral, without the written consent of each Lender,
(Gg) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveLenders” or “Required Reserve Factor Floor” or Pro Rata Share”, without the written consent of each Lender,
(Hh) other than as permitted by Section 10.12, release any Loan Party from any obligation for the payment of money, without the written consent of each Lender, or
(i) amend any of the provisions of Article X, without the written consent of each Lender. and, provided further, however, that no amendment, waiver or modify any defined term (consent shall, unless in writing and signed by the Agents, affect the rights or duties of the Agents under this Agreement or any defined term used directly other Loan Document. Notwithstanding the foregoing, no amendment, termination or indirectly in such defined term) used in clauses (A) through (G) above waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall be made other than by a solicitation of all Lenders, in a manner that would circumvent treats all Lenders in the intention same manner, and that requires that any consent fee or other consideration payable in connection therewith be payable ratably to all Lenders who consent to the requested amendment, termination, waiver or consent. If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth contained in, and consents required by, Section 9.1), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11 or Section 10.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.1(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 10.11, such assignment will result in a reduction in such clausescompensation or payments thereafter;
(iv) such assignment does not conflict with applicable law; orand
(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Ares Commercial Real Estate Corp)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Investors holding more than 50% of the then outstanding Preference Shares and/or Ordinary Shares issued upon conversion of the Preference Shares, right or remedy the obligations of the Company and the rights of the Investors under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified amended or waived except (either generally or in writing a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely), and with the same consent the Company, when authorized by resolution of its Board of Directors, may enter into a supplementary agreement for the purpose of adding any provisions to or changing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lenderany amendment, (A) extend the Scheduled Termination Date waiver, discharge or the date termination of any payment provision under Section 2 which would have the effect of altering the rights of the holders of the Preference Shares shall not be effective unless approved by the holders of at least 60% of the then outstanding Preference Shares and/or Ordinary Shares issued upon conversion of the Preference Shares; (ii) any amendment, waiver, discharge or deposit termination of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costsprovision under Sections 2.2(c)-(e), (Cg) reduce any fee payable to any Agent for and Section 2.6 hereof which would have the benefit effect of altering the rights of the Lenders, (D) except pursuant to Article XII hereof, change the amount holders of the principal Founders’ Shares in relation to the rights of holders of other Registrable Securities shall not be effective unless approved by the holders of a majority interest of the Founders’ Shares held by or directly transferred from Founders then employed by or acting as a consultant to the Company and (iii) any amendment, waiver, discharge or termination of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above that adversely affects one Investor in a manner that would circumvent is different from its effect on all other Investors shall require the intention written consent of such adversely affected Investors; and provided, further, that any amendment, waiver, discharge or termination of any provision under Section 4 hereof shall not be effective unless approved by NEA or any permitted transferee pursuant to Section 4.3. Upon the effectuation of each such waiver, consent, agreement, amendment or modification the Company shall promptly give written notice thereof to the record holders of the restrictions set forth Preference Shares or Conversion Shares who have not previously consented thereto in such clauses; orwriting. Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.
Appears in 1 contract
Waivers and Amendments. No amendment or waiver of any provision of this Agreement nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by each of the Loan Parties and the Agents, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:
(a) before the Blue Ridge Agent enters into such an amendment or grants such a waiver or consent that is deemed to be material by S&P and/or Moody's, the Rating Agency Condition must be satisfied with respect ▇▇ ▇▇▇▇ Ridge, and
(b) without the prior written consent of all Victory Liquidity Banks with respect to the Victory Agent and Blue Ridge Liquidity Banks with respect to the Blue Ridge Agent, such Co-Agent will not amend, modify or waive any provision of this Agreement which would (i) reduce the amount of any principal or interest that is payable on account of its Conduit's Loans or delay any scheduled date for payment thereof; (ii) decrease the Required Reserve, decrease the spread included in any Interest Rate or change the Servicing Fee; (iii) modify this Section 14.1; or (iv) modify any yield protection or indemnity provision which expressly inures to the benefit of assignees or participants of such Co-Agent's Conduit.
(c) Borrower shall not amend or otherwise modify any other Transaction Document without the consent of each Agent.
(d) No failure or delay on the part of any Agent Agent, any Affected Party, any Indemnified Party, Purchaser or any Lender other Secured Party to exercise, and no delay in exercising exercising, any powerright, right power or remedy under this Agreement hereunder shall operate as a waiver thereof, ; nor shall any single or partial exercise of any such powerright, right power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other powerright, right power or remedy. The rights and remedies herein provided shall be are cumulative and nonexclusive not exclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended. Without limiting the foregoing, supplementedBTM, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Partiesindividually and as a Co-Agent, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of Victory's Liquidity Provider and Enhancement Provider are each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections hereby authorized by Borrower and Servicer (as Servicer and as an Originator) at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by BTM, or to Victory's Liquidity Provider or Enhancement Provider to or for the Servicer, (B) reduce credit to the rate or extend the time account of payment of Interest Borrower or any CP Costs (Originator, now or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations hereafter existing under this Agreement, (G) change the definition to of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (Agent, any Affected Party, any Indemnified Party, Purchaser or any defined term used directly other Secured Party, or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; ortheir respective successors and assigns.
Appears in 1 contract
Sources: Credit and Security Agreement (Boston Scientific Corp)
Waivers and Amendments. Neither this Agreement, nor any provision hereof, may be changed, waived, amended or modified orally or by course of dealing, but only by an instrument in writing executed by the Company and the Required Holders, provided that, (a) No failure if any, change, waiver, amendment, modification disproportionately and adversely impacts a Holder (or delay a subset of Holders), the consent of such disproportionately impacted Holder (or each Holder within such subset of Holders ) shall be required, (b) any amendment, modification or waiver of Section 5 shall require the consent of each Holder affected by such amendment, modification or waiver, and (c) the consent of all Holders is required for any amendment or modification that creates or imposes new or additional obligations on the part Holders, including, without limitation, any lockup agreement. No waiver of any Agent default with respect to any provision, condition or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver requirement of this Agreement shall be effective only deemed to be a continuing wavier in the specific instance future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and for each Holder shall have the specific purpose for right to designate which given.
(b) No provision of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this Agreement sentence may not be amended, supplementedmodified, modified or waived supplemented except in writing in accordance with the provisions of the first sentence of this Section 14.1(b6(d). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications No consideration shall be offered or waivers paid to any Person to amend or consent to a waiver or modification of any provisions provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement. As used herein, provided, however, that no such modification or waiver shall:
“Required Holders” means (i) without Holders of 50.1% or more of the consent then outstanding Registrable Securities (for purposes of each affected Lenderclarification, (A) extend the Scheduled Termination Date this includes any securities issuable upon conversion or the date exercise of any payment or deposit Registrable Security) and (ii) any Holder (together with its affiliated funds) who initially purchased at least $14,900,000 of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orPurchase Agreement Shares.
Appears in 1 contract
Sources: Registration Rights Agreement (Frequency Therapeutics, Inc.)
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a majority of the Registrable Securities then outstanding, right or remedy the obligations of the Company and the rights of the Holders under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with the same consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement may reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shall:
(i) or supplemental agreement, without the consent of the Holders of all the Registrable Securities; and provided further, and notwithstanding any provision herein to the contrary, that any such waiver, amendment or supplement that applies only to a particular registration shall require only the written consent of the Holders of a majority of the Registrable Securities included in such registration. Upon the effectuation of each affected Lendersuch waiver, (A) extend consent or agreement of amendment or modification, the Scheduled Termination Date Company will give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, except by a statement in writing signed by the date party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 12.1. Specifically, but without limiting the generality of the foregoing, the failure of any payment Investor at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company will not affect the rate or extend right of any Investor at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (First Keystone Financial Inc)
Waivers and Amendments. (a) No failure or delay on the part of any Agent Agent, or any Lender in exercising the exercise of any powerright, right power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any such powerright, right power or remedy preclude any other or further exercise thereof thereof, or the exercise of any other powerrights, right power or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of No amendment, modification or waiver of, or consent with respect to, any rights or remedies provided by law. Any waiver provision of this Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment or Pro Rata Share of any Lender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby; (d) change the definition of Required Lenders, any provisions of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent; or (e) release all or any substantial part of any Accounts or Inventory which are included within the Collateral, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of the Required Lenders. No party may be released from its obligations under the Guaranty nor may all or any substantial part of the Collateral granted under the Collateral Documents (which is not otherwise addressed by Section 15.1.1(e) above) be released, without, in each case, the written consent of the Required Lenders. No provision of Section 15 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement may relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected the Issuing Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or.”
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of the Administrator, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No NoExcept as otherwise expressly set forth in this Agreement (including Section 4.1(b) and Section 4.6), no provision of this Agreement any Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller and the Administrator, with the consent of the Required Committed Lenders and the Administrative Agent Purchaser Agents, may enter into written modifications or waivers of any provisions of this Agreementany Transaction Document; provided that, provided, however, that no such modification or waiver shall:
(i) without the consent of each Purchaser affected Lenderthereby, (A) extend the Scheduled Facility Termination Date for the related Purchaser Group or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce change any fee payable to any Agent for the benefit of the Lenderssuch Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchaser Agents, Section 9.1, Section 12.1(d), Section 12.1(e), this Section 14.1(b13.1(b), Section 13.5, Section 13.6(b) or Section 13.13, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseAvailable Commitment,” “Commitment,” “Dilution Reserve,” “Eligible Receivable,” “Government Receivable Excess,” “Liquidity Agreement”, “Loss Reserve,” “Dilution Obligor Concentration Limit,” “Yield Reserve,” “Interest Purchase Limit,” “Purchase Price,” “Rebate Reserve,” “Servicing Required Reserve,” “Required Reserve Factor Floor” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorServicing Reserve” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clausesclauses ; or
Appears in 1 contract
Sources: Receivables Purchase Agreement (Amerisourcebergen Corp)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesBlue Ridge, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of Blue Ridge and each affected LenderLiquidity Bank, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersBlue Ridge, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “Interest " "Yield Reserve,” “" "Servicing Reserve,” “" "Servicing Fee Rate,” “" "Required Reserve” " or “"Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 1 contract
Sources: Receivables Purchase Agreement (Adc Telecommunications Inc)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesBlue Ridge, Borrower and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit pen nit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “" "Interest Reserve,” “" "Servicing Reserve,” “Servicing Fee Rate,” “" or "Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; , or
Appears in 1 contract
Sources: Credit and Security Agreement (Mohawk Industries Inc)
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or any other Loan Document (other than Bank Product Agreements), and no consent with respect to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent, Required Lenders (or by the Agents at the written request of the Required Lenders) and the Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such waiver, amendment, or consent shall: (a) increase or extend any Delayed Draw Term Loan Commitment of any Lender; provided that no amendment, modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment condition precedent, covenant, Event of Default or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or Default shall constitute an increase in any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal Delayed Draw Term Loan Commitment of any Lender, without the written consent of each Lender directly and adversely affected thereby, (b) postpone or delay any Committed Lender’s date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby, (c) reduce the principal of, or the rate of interest on, or the Prepayment Premium, if any, any Loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby, (d) change the Pro Rata Share or that is required to take any Committed action hereunder, without the written consent of each Lender’s Commitment, (Ee) amend, amend or modify this Section or waive any provision of the definition Agreement providing for consent or other action by all Lenders, without the written consent of Required Committed Lenders or this Section 14.1(b)each Lender, (Ff) consent other than as permitted by Section 10.12, release the Collateral Agent’s Lien in and to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreementthe Collateral, without the written consent of each Lender, (Gg) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveLenders” or “Required Reserve Factor Floor” Pro Rata Share”, without the written consent of each Lender, (h) other than as permitted by Section 10.12, release any Loan Party from any obligation for the payment of money, without the written consent of each Lender, or (Hi) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orprovisions of Article X, without the written consent of each Lender.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Ares Commercial Real Estate Corp)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender party hereto in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(bSECTION 11.1(B). The Loan PartiesFALCON, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Investors, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Discount (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII ARTICLE X hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s an Investor's Pro Rata Share or any Committed Lender’s an Investor's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors or this Section 14.1(bSECTION 11.1(B), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "ALLOWANCE FOR ESTIMATED FUTURE DISCOUNT", "ALLOWANCE FOR ESTIMATED FUTURE SERVICING", "DILUTION RATIO,” “Loss Reserve" "DILUTION RESERVE RATIO,” “Dilution Reserve" "AGED RECEIVABLES RATIO,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " "LOSS RESERVE RATIO" OR "NET ELIGIBLE RECEIVABLES", or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Investors, the Agent may, with the consent of the Seller, amend this Agreement solely to add additional Persons as Investors hereunder and (ii) without the consent of the Seller, the Agent, the Required Investors and FALCON may enter into amendments to modify any of the terms or provisions of ARTICLE II, ARTICLE IX, ARTICLE X or SECTION 11.13, PROVIDED THAT such amendment has no negative impact upon the Seller. Any modification or waiver made in accordance with this SECTION 11.1 shall apply to each of the Purchasers equally and shall be binding upon the Seller, the Purchasers and the Agent.
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a majority of the Registrable Securities then outstanding, right or remedy the obligations of the Company and the rights of the Holders under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with the same consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement may reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shall:
(i) or supplemental agreement, without the consent of the Holders of all the Registrable Securities; and provided further, and notwithstanding any provision herein to the contrary, that any such waiver amendment or supplement that applies only to a particular registration shall require only the written consent of the Holders of a majority of the Registrable Securities included in such registration. Upon the effectuation of each affected Lendersuch waiver, (A) extend consent or agreement of amendment or modification, the Scheduled Termination Date Company will give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, except by a statement in writing signed by the date party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 12.1. Specifically, but without limiting the generality of the foregoing, the failure of any payment Investor at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company will not affect the rate or extend right of any Investor at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.
Appears in 1 contract
Waivers and Amendments. (a) Any provision of this Agreement (including its Exhibits, Annexes, Schedules, and any attachments thereto) may be amended or waived, if, and only if, such amendment or waiver is in writing and signed by (i) the Affinion Parties; and (ii) the Backstop Provider.
(b) None of the following amendments or modifications shall be enforceable against the Backstop Provider without the consent of the Backstop Provider:
(i) extend the Outside Date to a period beyond November 2, 2015;
(ii) change the stated maturity of the principal of, the payment date of any installment of interest on, the interest rate or cash or PIK payment amount of any New International Notes;
(iii) reduce the principal amount of any New International Notes;
(iv) change the place or currency of payment of principal of, or any interest on, any New International Notes; and
(v) reduce the percentage in aggregate principal amount of Existing Notes whose holders must consent to a modification to or amendment of any provision hereof.
(c) Notwithstanding anything herein to the contrary, no modifications, amendments or waivers the effect of which would be to change, modify, amend or waive, as applicable, (i) the “Termination Date”, “Consent Time”, “Outside Commencement Date”, “Tender Conditions” (as defined in the Offering Memorandum), “Minimum Conditions” (as defined in the Offering Memorandum), or “Exchange Conditions” (as defined in the Offering Memorandum), or (ii) any material economic or governance terms in any of the Definitive Documentation (in the form attached to the RSA upon execution and delivery thereof) may be made without the written consent of the Backstop Provider.
(d) Any waiver of any obligation by the Affinion Parties shall be signed by the Backstop Provider. Any waiver by any of the Affinion Parties need not be signed by the Backstop Provider.
(e) No failure or delay on the part of by any Agent or any Lender Party in exercising any powerright, right power or remedy under this Agreement privilege hereunder shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such power, right or remedy thereof preclude any other or further exercise thereof or the exercise of any other powerright, right power or remedyprivilege. The rights and remedies herein provided shall be cumulative and nonexclusive not exclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 1 contract
Sources: Subscription and Backstop Purchase Agreement (Affinion Group, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). .
(i) The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, and (ii) without the consent of the Committed Lenders, the Borrower and the Administrative Agent may amend this Agreement to effectuate any amendments required pursuant to Section 7.1(a)(iii) following a change in applicable Accounting Principles; provided, however, that in either case, no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any scheduled payment or deposit of Collections by Borrower or principal of the ServicerLoans, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
Appears in 1 contract
Sources: Omnibus Amendment (WestRock Co)
Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent provision of this Agreement, the Notes, or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereofother Credit Document, nor consent to any departure by any Credit Party therefrom, shall in any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or event be effective unless the exercise of any other power, right or remedy. The rights and remedies herein provided same shall be cumulative in writing and nonexclusive of any rights signed by the Majority Lenders and the Borrower, and then such waiver or remedies provided by law. Any waiver of this Agreement consent shall be effective only in the specific instance and for the specific purpose for which given.
; provided that, no such agreement shall (a) increase the Commitment of any Lender without the written consent of such Lender, (b) No provision increase the aggregate Commitments as in effect on the date hereof without the written consent of this Agreement may be amendedeach Lender, supplemented, modified (c) reduce the principal amount of any Advance (other than prepayments or waived except in writing repayments in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions terms of this Agreement) or reduce the amount of or rate of interest thereon, providedor reduce any fees payable hereunder, however, that no such modification or waiver shall:
(i) without the written consent of each Lender affected Lenderthereby, (Ad) extend postpone the Scheduled Termination Date or the scheduled date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest the principal amount of any Advance, or any CP Costs (interest thereon, or any component fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of Interest or CP Costsexpiration of any Commitment, without the written consent of each Lender affected thereby, (e) change Section 2.11(f), (C) reduce Section 2.3(e), Section 7.6, this Section 9.2 or any fee payable to other provision in any Agent for Credit Document which expressly requires the benefit consent of, or action or waiver by, all of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (Ef) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent alter the intention pro rata sharing of payments to or disbursements by Lenders required thereby, without the written consent of each Lender, (g) release any Guarantor from its obligation under any Guaranty without the written consent of each Lender or (h) change any of the restrictions set forth in provisions of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such clauses; oragreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.
Appears in 1 contract
Waivers and Amendments. (a) No failure amendment, modification, restatement, supplement, termination, or delay on the part waiver of any Agent or to this Agreement or any Lender in exercising other Loan Document (other than the Fourth Amendment Fee Letter), or consent to any powerdeparture from, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or the other Loan Documents, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Administrative Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders affected thereby and the Borrowers, do any of the following:
(i) increase or, extend or reinstate any Revolver Commitment of any Lender except pursuant to Section 2.21; provided, that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender,
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document except pursuant to Section 2.20,
(iii) reduce or forgive the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document or reduce, waive, forgive, defer, extend or postpone any payment of interest, fees or other amounts under the Loan Documents,
(iv) change the Pro Rata Share that is required to take any action hereunder,
(v) amend or modify this Section or any provision of the Agreement providing for consent or other action by all Lenders,
(vi) other than as permitted by Section 10.12, release Agent’s Lien in and to any of the Collateral,
(vii) amend Section 9.1(a) to permit any Borrower or any of its Affiliates to be permitted to become an Assignee, or
(viii) change or otherwise modify the definition of “Required Lenders” or “Pro Rata Share” (for the avoidance of doubt, any such change or modification shall be deemed to affect all Lenders) or change or otherwise modify or consent to any departure from any other provision of this Agreement or the other Loan Documents (including, without limitation, any provisions of Section 2.4(a)(ii) through (vi) and Section 10.13(b)) in a manner that would alter (or have the effect of altering) the pro rata sharing and/or application of any payments, distributions or other amounts under this Agreement or any other Loan Document (for the avoidance of doubt, any change, modification or consent contemplated by this clause (viii) shall be deemed to affect all Lenders),
(ix) other than as permitted by Section 10.12, contractually subordinate any of Agent’s Liens,amend, modify, supplement or waive (or consent to any departure from) the terms of this Agreement or any other Loan Document to the extent that any such amendment, modification, supplement, waiver or consent would subordinate or prime (or have the effect of subordinating or priming), whether by contract, structurally or otherwise, (i) the Obligations (or any portion thereof) in right of payment and/or (ii) the Liens securing (or purporting to secure) the Obligations (or any portion thereof) in right of security to any other Debt or other debt for borrowed money or commitments or Liens related thereto, whether such other Indebtedness or commitment or Liens related thereto are documented in this Agreement or in any document or instrument outside of this Agreement (for the avoidance of doubt, any action contemplated by this clause (ix), if taken, shall be deemed to affect all Lenders),
(x) other than as permitted by Section 10.12, release any Borrower from any obligation for the payment of money, or
(xi) amend any of the provisions of Section 10.
(b) No amendment, waiver, modification, or consent shall amend, modify, or waive (i) the definition of, or any of the terms or provisions of, the Fourth Amendment Fee Letter, without the written consent of Agent and Administrative Borrower (and shall not require the written consent of any of the Lenders) or (ii) any provision of Section 10 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, the Borrowers, and the Required Lenders.
(c) No amendment, waiver or consent shall, unless in writing and signed by Agent or Issuing Lender, as applicable, affect the rights or duties of Agent or Issuing Lender, as applicable, under this Agreement or any other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of the Borrowers, shall not require consent by or the agreement of the Borrowers.
(d) [Intentionally Omitted].
(e) If (i) any action to be taken by the Lender Group or Agent hereunder requires the greater than majority or unanimous consent, authorization, or agreement of all Lenders, and a Lender fails to give its consent, authorization, or agreement, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender is unable to make, maintain or fund LIBOR Rate Loans or (iv) any Borrower is required to make additional payments to a Lender or Governmental Authority under Section 10.11 (any such Lender replaced pursuant to this subsection (e) shall be referred to as a “Replaced Lender”); then Agent, upon at least five (5) Business Days prior irrevocable notice to the Replaced Lender, may permanently replace the Replaced Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Replaced Lender shall have no right to refuse to be amendedreplaced hereunder. Such notice to replace the Replaced Lender shall specify an effective date for such replacement, supplementedwhich date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, modified the Replaced Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Replaced Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or waived except in writing penalty of any kind whatsoever. If the Replaced Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Replaced Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Replaced Lender shall be made in accordance with the provisions terms of this Section 14.1(b)9.1. The Loan PartiesUntil such time as the Replacement Lenders shall have acquired all of the Obligations, the Required Committed Lenders Revolver Commitments, and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit other rights and obligations of the LendersReplaced Lender hereunder and under the other Loan Documents, (D) except pursuant the Replaced Lender shall remain obligated to Article XII hereof, change make the amount of the principal of any Lender, any Committed Replaced Lender’s Pro Rata Share or any Committed Lender’s Commitmentof Loans and to purchase a participation in each Letter of Credit, (E) amend, modify or waive any provision in an amount equal to its Pro Rata Share of the definition Risk Participation Liability of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower such Letter of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orCredit.
Appears in 1 contract
Sources: Loan and Security Agreement (FS Credit Real Estate Income Trust, Inc.)
Waivers and Amendments. (a) No failure or delay on the part The provisions of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a and the other Finance Documents may from time to time be amended, modified or waived, if such amendment, modification or waiver thereofis in writing and consented to by the Borrower and the Required Lenders; provided that no such amendment, nor shall any single modification or partial exercise waiver which would:
(i) contravene or be in breach of any such power, right or remedy preclude any other further exercise thereof the terms of the COFACE Insurance Policy or the exercise arrangements with Natixis DAI relating to the CIRR (if the Fixed Rate applies) or of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this the Funding Agreement shall be effective only unless consented to by, as applicable, COFACE, Natixis DAI and/or the Funding Entity;
(ii) 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) modify this Clause 13.1 (Waivers and Amendments) or change the definition of “Required Lenders” shall be effective without the consent of each Lender;
(iv) increase the Commitment of any Lender shall be effective without the consent of such Lender;
(v) reduce any fees described in Clause 5 (Repayment, Prepayments, Interest and Fees) payable to any Lender shall be effective without the specific instance and for consent of such Lender;
(vi) extend the specific purpose for Longstop Date shall be effective without the consent of each Lender;
(vii) extend the due date for, or reduce the amount of, any scheduled payment, repayment or prepayment of principal of or interest on the Loan or any other payment Obligation (or reduce the principal amount of or rate of interest on the Loan or any other payment Obligation) owed to any Lender shall be effective without the consent of such Lender;
(viii) modify the currency in which givenany payment is to be made under any Finance Document shall be effective without the consent of each Finance Party who is to receive such payment; or
(ix) affect adversely the interests, rights or obligations of the Facility Agent in its capacity as such shall be effective without consent of the Facility Agent.
(b) No provision The Borrower agrees to pay to the Facility Agent for its own account a fee in the amount of this fifteen thousand Euros (EUR 15,000) for each waiver of or amendment (i) required to be made to the Finance Documents during the term of the Loan to correspond to changes to the Construction Contract, (ii) requested by the Borrower or (iii) required due to the occurrence of a Default.
(c) The Borrower agrees to pay to the Funding Coordination Agent for its own account (or to the Facility Agent for the account of the Funding Coordination Agent) a fee in the amount of fifteen thousand Euros (EUR 15,000) for each waiver of or amendment required to be made to the Funding Agreement during the term of the Loan to correspond to (i) changes to the Construction Contract or (ii) waivers of or amendments to the Finance Documents requested by the Borrower and/or required due to the occurrence of a Default.
(d) Neither the Borrower’s rights nor its obligations under the Finance Documents shall be changed, directly or indirectly, as a result of any amendment, supplement, modification, variance or novation of the Funding Agreement or the COFACE Insurance Policy, except any amendments, supplements, modifications, variances or novations, as the case may be amendedbe, supplementedwhich occur (i) with the Borrower’s consent, modified (ii) at the Borrower’s request or waived except (iii) in writing order to conform to amendments, supplements, modifications, variances or novations effected in respect of the Finance Documents in accordance with their terms.
(e) The Borrower agrees that, without the provisions prior written consent of this Section 14.1(b). The Loan Partiesthe Facility Agent, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shallit shall not:
(i) without the consent of each affected Lender, agree to any change (A) extend to the Scheduled Termination Date or definition of “Repayment Date” under the date of any payment or deposit of Collections by Borrower or the ServicerUSD Facility Agreement, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Business Day” under the USD Facility Agreement (but only to the extent the same would result in a change in the definition of “Eligible Receivable,Repayment Date” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” under the USD Facility Agreement) or (HC) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above that will result in a manner that would circumvent the intention change of the restrictions set forth payment dates of any amount of scheduled payments of principal or interest under clause 5.1(a) (as may be varied pursuant to clause 5.1(b)(ii)) or clause 5.3(d(i)(A)) of the USD Facility Agreement;
(ii) agree to any change to the provisions of clause 7 (Representations and Warranties), clause 8 (Affirmative Covenants) and/or clause 9 (Negative Covenants) of the USD Facility Agreement but only to the extent those provisions are, as at the date of the Amendment and Restatement No.1, substantially the same in such clausestheir terms, scope and effect as, respectively, the provisions of Clause 7 (Representations and Warranties), Clause 8 (Affirmative Covenants) and Clause 9 (Negative Covenants);
(iii) agree to any change to the provisions of clause 10.1 (Listing of Events of Default) of the USD Facility Agreement but, with regards to clauses 10.1(a) (Non-Payment of Obligations), 10.1(b) (Breach of Warranty) and/or 10.1(c) (Non-Performance of Certain Covenants and Obligations) of the USD Facility Agreement, only to the extent the same concern breaches of or defaults under those provisions of the USD Facility Agreement which are, as at the date of the Amendment and Restatement No.1, substantially the same in their terms, scope and effect as the provisions of Clauses 10.1(a) (Non-Payment of Obligations), 10.1(b) (Breach of Warranty) and/or 10.1(c) (Non-Performance of Certain Covenants and Obligations);
(iv) agree to any change to the provisions of clause 11.1 (Listing of Mandatory Prepayment Events) of the USD Facility Agreement but only to the extent those provisions are, as at the date of the Amendment and Restatement No.1, substantially the same in their terms, scope and effect as the provisions of Clause 11.1 (Listing of Mandatory Prepayment Events); orand/or
(v) agree to any change to the obligations to make pari-passu and pro-rata payments under the Facility and the USD Facility as provided under Clause 5.1 (c) and under clause 5.1 (c) of the USD Facility Agreement.
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No amendment or waiver of any provision of this Agreement may nor consent to any departure by any Loan Party therefrom shall in any event be amended, supplemented, modified or waived except effective unless the same shall be in writing in accordance with and signed by each of the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders Administrative Agent and the Administrative Agent may enter into written modifications Required Lenders, and any such waiver or waivers of any provisions of this Agreement, consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such modification or waiver shallthat:
(i) without Without the prior written consent of each affected Lenderof the Lenders, the parties will not agree to any amendment, waiver or other modification (A) extend that extends the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower or the Master Servicer, (B) reduce reduces the rate or extend extends the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs)Interest) on the Advances, (C) reduce reduces the amount of any fee Fee payable pursuant to any Agent for the benefit of the Lenders’ Fee Letter, (D) except pursuant to Article XII hereof, change changes the amount of any Commitment or the principal Principal amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentAdvance, (E) amend, modify releases all or waive any provision substantially all of the definition of Required Committed Lenders or this Section 14.1(b)Collateral, (F) consent amends, modifies or waives any provision of this Section 12.1(b), (G) consents to or permit permits the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (GH) change changes the definition of “Adjusted Net Pool Balance,” Amortization Event”, “Borrowing Base”, “Commitment”, “Concentration Limit”, “Facility Termination Event”, “Net Pool Balance,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” or “Required Reserve” or “Required Reserve Factor Floor” (I) amends or (H) amend or modify modifies any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or. Any modification or waiver made in accordance with this Section 12.1 shall be binding upon each of the parties hereto.
Appears in 1 contract
Sources: Credit and Security Agreement (Tempur Sealy International, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement and the Notes may be amended, supplemented, waived or modified or waived except in writing in accordance with only upon the provisions written consent of this Section 14.1(b). The Loan Parties, Sonder Holdings and the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Lenders; provided, however, that no such modification amendment, waiver or waiver shall:
consent shall without each affected Lender’s written consent: (i) reduce the principal amount of or change the Maturity Date of any Loan, (ii) reduce the rate of or change the stated time for payment of principal or interest of any Loan, (iii) extend or increase any Commitment of any Lender without the written consent of such investor, (iv) [reserved], (v) make any Loan payable in a currency other than that stated in the applicable Note, (vi) change the ranking of any Loan in any manner adverse to the rights of the affected Lender, (vii) modify in a manner adverse to the rights of any Lender the provisions related to the payment, repayment or prepayment of any Loan, (viii) impair the right of any Lender to receive payment on, or with respect to, any Loan or impair the right to initiate suit for the enforcement of any delivery or payment on, or with respect to, any Loan, (ix) modify any Transaction Document in a manner that disproportionately adversely affects any Lender; provided, that treating all Lenders in the same manner shall be deemed not to disproportionately adversely affect any Lender, (x) waive any condition set forth in Section 5 or (xi) waive compliance with or modify this Section 11(a) in a manner adverse to any Lender; provided further, however, that no such amendment, waiver or consent shall without the written consent of Collateral Agent and Administrative Agent, change the duties, rights, benefits or responsibilities of such Person or otherwise impact such Person. Any amendment or waiver effected in accordance with this paragraph shall be binding upon all of the parties hereto. Notwithstanding the forgoing, Sonder Holdings and Administrative Agent (or, with respect to any Collateral Document or related perfection filings, the Collateral Agent) may amend or supplement any Transaction Document without the consent of each affected Lenderany Lender to (1) cure any ambiguity, defect or inconsistency which is not material, (A2) extend to make, complete or confirm any grant of Collateral permitted or required by any of the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the ServicerCollateral Documents, (B3) reduce the rate or extend the time of payment of Interest or to revise any CP Costs (or schedule to reflect any component of Interest or CP Costs)change in notice information, (C4) reduce any fee payable to any Agent for revise the benefit name of the Lenders, (D) except pursuant Collateral Agent on any UCC financing statement or other Collateral Document as may be necessary to Article XII hereof, change reflect the amount replacement of the principal Collateral Agent; provided that the Administrative Agent and/or the Collateral Agent (as applicable) shall receive and may conclusively rely upon an Officers’ Certificate Sonder Holdings stating that the execution of any Lendersuch amendment, any Committed Lender’s Pro Rata Share modification or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of supplement is authorized and permitted by this Agreement and the definition of Required Committed Lenders or this Section 14.1(b), (F) consent Transaction Documents and that all conditions precedent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orexecution thereof have been complied with.
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of any Agent Agent, or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller and Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Purchase Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Purchaser Yield (or any component of Interest or CP CostsPurchaser Yield), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchasers, Section 4.6, this Section 14.1(b)) or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseConcentration Limit,” “Eligible Receivable,” “Loss ReserveCredit Enhancement,” “Dilution ReserveHedging Agreement,” “Interest ReserveHedge Provider,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveNet Portfolio Balance” or “Required Reserve Factor FloorRPA Deferred Purchase Price” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Purchasers, but with the consent of Seller, Agent may amend this Agreement solely to add additional Persons as Purchasers, hereunder and (ii) Agent and the Required Purchasers may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of any Seller Party, provided that such amendment has no negative impact upon such Seller Party. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon each Seller Party, the Purchasers and Agent. 42
Appears in 1 contract
Sources: Contract Purchase Agreement (Patterson Companies, Inc.)
Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduits, the Required Committed Lenders Borrower and the Administrative Agent Agent, with the consent of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Liquidity Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “" "Interest Reserve,” “" "Servicing Reserve,” “Servicing Fee Rate,” “" or "Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; , or
Appears in 1 contract
Sources: Credit and Security Agreement (Mohawk Industries Inc)
Waivers and Amendments. (a) No failure or delay on the part The provisions of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a and the other Finance Documents may from time to time be amended, modified or waived, if such amendment, modification or waiver thereofis in writing and consented to by the Borrower and the Required Lenders; provided that no such amendment, nor shall any single modification or partial exercise waiver which would:
(i) contravene or be in breach of any such power, right or remedy preclude any other further exercise thereof the terms of the BpiFAE Insurance Policy or the exercise arrangements with Natixis DAI relating to the CIRR (if the Fixed Rate applies) or of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this the Funding Agreement shall be effective only unless consented to by, as applicable, BpiFAE, Natixis DAI and/or the Funding Entity;
(ii) 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) modify this Clause 13.1 (Waivers and Amendments) or change the definition of “Required Lenders” shall be effective without the consent of each Lender;
(iv) increase the Commitment of any Lender shall be effective without the consent of such Lender;
(v) reduce any fees described in Clause 5 (Repayment, Prepayments, Interest and Fees) payable to any Lender shall be effective without the specific instance and for consent of such Lender;
(vi) extend the specific purpose for Longstop Date shall be effective without the consent of each Lender;
(vii) extend the due date for, or reduce the amount of, any scheduled payment, repayment or prepayment of principal of or interest on the Loan or any other payment Obligation (or reduce the principal amount of or rate of interest on the Loan or any other payment Obligation) owed to any Lender shall be effective without the consent of such Lender;
(viii) modify the currency in which givenany payment is to be made under any Finance Document shall be effective without the consent of each Finance Party who is to receive such payment; or
(ix) affect adversely the interests, rights or obligations of the Facility Agent in its capacity as such shall be effective without consent of the Facility Agent.
(b) No provision The Borrower agrees to pay to the Facility Agent for its own account a fee in the amount of this fifteen thousand Euros (EUR 15,000) for each waiver of or amendment (i) required to be made to the Finance Documents during the term of the Loan to correspond to changes to the Construction Contract, (ii) requested by the Borrower or (iii) required due to the occurrence of a Default.
(c) The Borrower agrees to pay to the Funding Coordination Agent for its own account (or to the Facility Agent for the account of the Funding Coordination Agent) a fee in the amount of fifteen thousand Euros (EUR 15,000) for each waiver of or amendment required to be made to the Funding Agreement during the term of the Loan to correspond to (i) changes to the Construction Contract or (ii) waivers of or amendments to the Finance Documents requested by the Borrower and/or required due to the occurrence of a Default.
(d) Neither the Borrower’s rights nor its obligations under the Finance Documents shall be changed, directly or indirectly, as a result of any amendment, supplement, modification, variance or novation of the Funding Agreement or the BpiFAE Insurance Policy, except any amendments, supplements, modifications, variances or novations, as the case may be amendedbe, supplementedwhich occur (i) with the Borrower’s consent, modified (ii) at the Borrower’s request or waived except (iii) in writing order to conform to amendments, supplements, modifications, variances or novations effected in respect of the Finance Documents in accordance with their terms.
(e) The Borrower agrees that, without the provisions prior written consent of this Section 14.1(b). The Loan Partiesthe Facility Agent, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shallit shall not:
(i) without the consent of each affected Lender, agree to any change (A) extend to the Scheduled Termination Date or definition of “Repayment Date” under the date of any payment or deposit of Collections by Borrower or the ServicerUSD Facility Agreement, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Business Day” under the USD Facility Agreement (but only to the extent the same would result in a change in the definition of “Eligible Receivable,Repayment Date” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” under the USD Facility Agreement) or (HC) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above that will result in a manner that would circumvent the intention change of the restrictions set forth payment dates of any amount of scheduled payments of principal or interest under clause 5.1(a) (as may be varied pursuant to clause 5.1(c)(ii)) or clause 5.3(d(i)(A)) of the USD Facility Agreement;
(ii) agree to any change to the provisions of clause 7 (Representations and Warranties), clause 8 (Affirmative Covenants) and/or clause 9 (Negative Covenants) of the USD Facility Agreement but only to the extent those provisions are, as at the date of the Amendment and Restatement No.1, substantially the same in such clauses; ortheir terms, scope and effect as, respectively, the provisions of Clause 7 (Representations and Warranties), Clause 8 (Affirmative Covenants) and Clause 9 (Negative Covenants);
(iii) agree to any change to the provisions of clause 10.1 (
Appears in 1 contract
Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b12.1(b). The Loan PartiesThis Agreement and the provisions hereof may only be amended, supplemented, modified or waived in a writing signed by the Seller, the Required Committed Lenders Servicer and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Required Purchasers; provided, however, that no such modification or waiver shall:
(i) without the consent of any Purchaser, the Administrative Agent and Seller may amend this Agreement solely to add additional Persons as Purchasers hereunder; (ii) the Administrative Agent and the Purchasers may enter into amendments to modify any of the terms or provisions of Article IX of this Agreement without the consent of Seller, provided that (x) such amendment has no negative impact upon Seller or Servicer, and (y) unless an Amortization Event has occurred and is continuing, Seller shall have the right to consent to the appointment of a successor Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed and (iii) without the consent of each Purchaser directly affected Lenderthereby, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP CostsYield), (C) reduce any fee payable to any the Administrative Agent for the benefit of the Lendersany Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentInvestment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b12.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Commitment” and “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorPurchased Assets Coverage Percentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or. Any modification or waiver made in accordance with this Section 12.1 shall be binding upon each of the parties hereto.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Commercial Metals Co)
Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduit Lender, the Required Committed Lenders Borrower, the Servicer and the Administrative Agent Agent, at the direction of the Required Alternate Lenders, may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Available Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Alternate Lender’s 's Pro Rata Share or any Committed Alternate Lender’s 's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Alternate Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"Eligible Loan,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Alternate Lenders, but with the consent of the Borrower, the Agent may amend this Agreement solely to add additional Persons as Alternate Lenders hereunder and (ii) the Agent, the Required Alternate Lenders and Conduit Lender may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower, provided, that such amendment has no negative impact upon the Borrower or any other Transaction Party. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon the Borrower, the Lenders and the Agent.
Appears in 1 contract
Sources: Credit and Security Agreement (PMC Commercial Trust /Tx)