Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) extend the scheduled final maturity of any Loan or Note; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment); (iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date; (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder; (v) extend the time for payment of any such interest or fees; (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit; (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders; (viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or (x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 11 contracts
Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteLoan;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Section 2.12, Section 2.13 or Section 2.14 or any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c9.4(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 9.4(c);
(viiivii) amend the definition of “Requisite Lenders” or “Exposure,” “Pro Rata Share”,” “Advance Rate,” “Availability,” or any definition used therein; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(xix) consent to the assignment or transfer by any Credit Party Company or Seller of any of its respective rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 6 contracts
Samples: Credit Agreement (FlexShopper, Inc.), Credit Agreement (FlexShopper, Inc.), Credit Agreement (FlexShopper, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Revolving Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) (x) amend the definition of “Class A Borrowing Base” or “Class B Borrowing Base” or (y) amend, modify, terminate or waive Section 2.12, Section 2.13 or Section 2.14 or any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c9.5(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 9.5(c);
(viiivii) amend the definition of “Requisite Lenders”, “Requisite Class A Lenders,” or “Requisite Class B Revolving Lenders,” “Class A Revolving Exposure,” “Class B Revolving Exposure,” “Committed Lender Pro Rata Share,” “Pro Rata Share”,” “Applicable Class A Advance Rate,” “Applicable Class B Advance Rate,” “Class A Revolving Availability,” “Class B “Revolving Availability” or any definition used therein; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Original Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 5 contracts
Samples: Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no No amendment, modification, terminationtermination or waiver of any term or condition of any Credit Document, or consent shall be effective if the effect thereof wouldto any departure by any Credit Party therefrom, shall:
(i) extend the scheduled final maturity of any Loan without the written consent of the Lender holding such Loan (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or Notemandatory reduction of the Commitments shall not constitute a postponement of any maturity date);
(ii) waiveextend the stated Revolving Credit Commitment Termination Date without the written consent of each Lender holding a Revolving Credit Commitment that is affected thereby (it being understood that a waiver of any Default, reduce Event of Default, mandatory prepayment or postpone mandatory reduction of the Commitments shall not constitute a postponement of any scheduled repayment (but not prepaymentmaturity date);
(iii) extend the stated expiration date of any Letter of Credit beyond the stated Revolving Credit Commitment Termination DateDate without the written consent of each Lender holding a Revolving Credit Commitment that is affected thereby;
(iv) reduce or forgive the principal amount of any Loan without the written consent of the Lender holding such Loan;
(v) reduce or forgive any reimbursement obligation in respect of any Letter of Credit without the written consent of each Lender holding a Revolving Credit Commitment;
(vi) increase the Revolving Credit Commitment of any Lender without the written consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Credit Commitment of any Lender;
(vii) waive, reduce, forgive or postpone any scheduled amortization repayment of the principal amount of any Loan without the written consent of the Lender holding such Loan (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a postponement of any maturity date);
(viii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) without the written consent of the Lender holding such Loan; provided that any change to the definition of any ratio used in the calculation of the interest rate therein or in the component definitions thereof shall not constitute a reduction of interest, premium or fees;
(ix) reduce any fee or premium payable under any Credit Document without the written consent of the Lender that is entitled to receive such fee or premium; provided that any change to the definition of any ratio used in the calculation of the premium or other amount payable hereunderfees therein or in the component definitions thereof shall not constitute a reduction of interest, premium or fees;
(vx) extend the time for payment of any interest (other than any interest that is payable pursuant to Section 2.10) on any Loan without the written consent of the Lender holding such interest or feesLoan;
(vixi) reduce extend the principal amount time for payment of any Loan fee or premium payable under any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that Credit Document without the written consent of all Lenders the Lender that is required entitled to receive such fee or for the pro rata treatment among Lenders;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documentspremium; or
(xxii) change the currency in which any Loan is denominated without the written consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for each Lender holding such Loan. For the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to doubt any amendment described or waiver that by its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) will require only the requisite percentage in clauses (vii), (viii), (ix) and (x)interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders.
Appears in 5 contracts
Samples: First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no No amendment, modification, terminationtermination or waiver of any term or condition of any Credit Document, or consent shall be effective if the effect thereof wouldto any departure by any Credit Party therefrom, shall:
(i) extend the scheduled final maturity of any Loan without the written consent of the Lender holding such Loan (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or Notemandatory reduction of the Commitments shall not constitute a postponement of any maturity date);
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)[reserved];
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date[reserved];
(iv) reduce or forgive the principal amount of any Loan without the written consent of the Lender holding such Loan;
(v) [reserved];
(vi) [reserved];
(vii) waive, reduce, forgive or postpone any scheduled amortization repayment of the principal amount of any Loan without the written consent of the Lender holding such Loan (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a postponement of any maturity date);
(viii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) without the written consent of the Lender holding such Loan; provided that any change to the definition of any ratio used in the calculation of the interest rate therein or in the component definitions thereof shall not constitute a reduction of interest, premium or fees;
(ix) reduce any fee or premium payable under any Credit Document without the written consent of the Lender that is entitled to receive such fee or premium; provided that any change to the definition of any ratio used in the calculation of the premium or other amount payable hereunderfees therein or in the component definitions thereof shall not constitute a reduction of interest, premium or fees;
(vx) extend the time for payment of any interest (other than any interest that is payable pursuant to Section 2.10) on any Loan without the written consent of the Lender holding such interest or feesLoan;
(vixi) reduce extend the principal amount time for payment of any Loan fee or premium payable under any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that Credit Document without the written consent of all Lenders the Lender that is required entitled to receive such fee or for the pro rata treatment among Lenders;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documentspremium; or
(xxii) change the currency in which any Loan is denominated without the written consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for each Lender holding such Loan. For the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to doubt any amendment described or waiver that by its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) will require only the requisite percentage in clauses (vii), (viii), (ix) and (x)interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders.
Appears in 4 contracts
Samples: Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunderthe Commitment Fee Rate;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.10(b)(ii), this Section 10.5(b), 9.5(b) or Section 10.5(c9.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) except as set forth in Section 9.5(d), amend the definition of “Requisite Lenders” or “Pro Rata Share”” or amend Section 2.12(c), 2.13, or 9.5(a) in a manner intended to effect such a change; providedprovided that, with the consent of the Requisite Lenders, any other additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(xviii) consent to the assignment or transfer by increase any Credit Party Revolving Commitment of any Lender over the amount thereof then in effect without the consent of its rights and obligations under any Credit Documentsuch Lender; provided that for the avoidance no amendment, modification or waiver of doubtany condition precedent, all Lenders covenant, Default or Event of Default shall be deemed directly affected thereby with respect to constitute an increase in any amendment described in clauses (vii), (viii), (ix) and (x)Revolving Commitment of any Lender.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Las Vegas Sands Corp), Revolving Credit Agreement (Las Vegas Sands Corp), Revolving Credit Agreement (Las Vegas Sands Corp)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Loan;
(iii) extend waive or postpone the stated expiration date payment of interest on any Letter of Credit beyond the Revolving Commitment Termination DateLoan or any fee payable hereunder;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.07) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), 9.05(a) or this Section 10.5(b), Section 10.5(c9.05(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or make any determination or grant any consent thereunder;
(viiivii) amend the definition of term “Requisite Lenders” or the term “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Guarantors from the Guaranty Guarantee under the Guarantee Agreement (except as expressly provided in the Credit Documents); or
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any amendment matter described in clauses (vi), (vii), (viii), (ix) and (xix).
Appears in 4 contracts
Samples: Credit Agreement, Term Loan Agreement (Facebook Inc), Credit Agreement (Facebook Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteNote of such Lender;
(ii) extend any Commitment of such Lender;
(iii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Dateowed to such Lender;
(iv) [Reserved];
(v) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunderof such Lender;
(vvi) extend the time for payment of any such interest interest, fees or feespremium owed to such Lender;
(vivii) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Creditsuch Lender;
(viiviii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiiix) amend Section 8.2 (provided, that, any amendment, modification, waiver or consent in respect of the definition of Secured Hedging Obligations Cap shall only require written consent of the Requisite Lenders) or the definition of “Requisite Lenders” or the relevant substance of any other provision in the Agreement referencing the pro rata share of a Lender (including the definition of “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date);
(ixx) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; orDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be needed for such release);
(xxi) except with respect to any Credit Party, other than Holdings and the Borrower, in a transaction permitted pursuant to Section 6.8(a) or in connection with a merger of such Credit Party to effect a Permitted Acquisition or other Investment permitted by Section 6.6 that results in the surviving entity becoming a Guarantor Subsidiary, consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(xii) amend the definition of “Eligible Assignee” or change any provision of Section 10.6 in any manner that makes assignments or transfers by any Lender more restrictive; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix), (x), (xi) and (xxii).
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;; or
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 4 contracts
Samples: Credit Agreement (Education Management Corporation), Credit and Guaranty Agreement (AID Restaurant, Inc.), Credit and Guaranty Agreement (Education Management LLC)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Revolving Loan or Revolving Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Revolving Loan (other than any waiver of any increase in the interest rate applicable to any Revolving Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditRevolving Loan;
(viivi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Section 2.12, Section 2.13 or Section 2.14 or any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c9.5(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 9.5(c);
(viiivii) amend the definition of “Requisite Lenders”, “Revolving Exposure,” or “Pro Rata Share”,” “Applicable Advance Rate,” “Revolving Availability,” or any definition used therein; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Original Closing Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(xix) consent to the assignment or transfer by any Credit Party Company or Holdings of any of its respective rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 3 contracts
Samples: Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital Inc), Credit Agreement (On Deck Capital Inc)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteNote of such Lender;
(ii) waive, reduce or postpone any scheduled repayment due such Lender (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan of such Lender (other than any amendment to the definition of “Default Rate” (which may be affected by consent of the Requisite Lenders) and any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or feesfees to such Lender;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders);
(viiivii) amend Section 2.13 or the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite LendersAdministrative Agent and the Lenders Steering Committee, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit DocumentsDocuments or subordinate any Liens securing the Obligations; or
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document except due to any amendment described transaction or event permitted hereunder; provided, however, that the Fee Letter may be amended or modified, or the rights or privileges thereunder waived, in clauses (vii), (viii), (ix) and (x)a writing executed only by the parties thereto.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Cit Group Inc), Amendment Agreement (Cit Group Inc), Credit and Guaranty Agreement (Cit Group Inc)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of Revolving Commitment Termination Date, except pursuant to an extension thereof effected in accordance with Section 2.18, or extend any Loan or NoteTerm Maturity Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than under Section 3.1(a) or any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder, or change the manner of computation of any premium financial or other amount ratio (including any change in any applicable defined term) used in determining the Applicable Margin or Facility Fee Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder; 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 Borrower to pay interest at the Default Rate;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders”, “Required Revolving Lenders”, “Required Class Term Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersRevolving Commitment Percentage” or “Pro Rata Share” on substantially modify the same basis as amount of the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement DateCommitment of any Lender;
(ix) as may be applicable at any time, release all or substantially all of the Collateral Parent (as Guarantor) or all or substantially all of the other Guarantors from the Guaranty their respective obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 3 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder (it being understood that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.10 or other amount payable hereunderto waive any obligation of the Borrowers to pay interest at the Default Rate;
(viv) waive or extend the time for payment of any such interest interest, fees or feespremiums;
(viv) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), the requirement to make Offer Loans to all Lenders under Section 2.13(c), Section 2.16(c), Section 2.17, this Section 10.5(b10.05(b), Section 10.5(c) 10.05(c), Section 9.2 of the Pledge and Security Agreement or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) amend the definition of “Requisite Required Lenders” or amend Section 10.05(a) in a manner that has the same effect as an amendment to such definition or the definition of “Pro Rata Share”; provided, provided that with the consent of Requisite Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Original Closing Date or Restatement Date, as applicable;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Loan Documents; or;
(xix) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document except as expressly provided in any Loan Document; or
(x) change the stated currency in which any Borrower is required to make payments of principal, interest, fees or other amounts hereunder or under any other Loan Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i1) extend the scheduled final maturity of any Loan or Note;
(ii2) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv3) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount Make-Whole Amount payable hereunder;
(v4) extend the time for payment of any such interest interest, fees or feesMake-Whole Amounts;
(vi5) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(vii6) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b11.5(b), Section 10.5(c11.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii7) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) 8) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit DocumentsTransaction Documents and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other analogous Debtor Relief Law or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Transaction Documents (in which case only the consent of the Requisite Lenders will be needed for such release); or
(x9) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Transaction Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii7), (viii), (ix) 8) and (x9).
Appears in 3 contracts
Samples: Credit Agreement (FS Investment Corp III), Credit Agreement (FS Investment Corp II), Credit Agreement (FS Energy & Power Fund)
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Loan;
(iii) extend the stated scheduled expiration date of any Letter of Credit (other than any Backstopped Letter of Credit) beyond the Revolving Commitment Termination Date;
(iv) waive, reduce or postpone any scheduled amortization payment (but not any voluntary or mandatory prepayment) of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(v) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.9 or Section 2.23(b)(v)) or any fee or any premium payable hereunder (other than under Section 2.23(b)(v)), or other amount payable hereunder;
(v) extend waive or postpone the time for payment of any such interest interest, fee or feespremium;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viii) amend the percentage specified in the definition of the term “Requisite Lenders” or “Majority in Interest” or amend the term “Pro Rata Share”; providedprovided that additional extensions of credit made pursuant to Sections 2.23, 2.24 and 2.25 shall be included, and with the consent of the Requisite Lenders, Lenders other additional extensions of credit pursuant hereto may be included included, in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans Exposures are included on the Second Restatement Closing Date;
(ix) amend Section 2.16 of this Agreement or Section 5.02 of the Collateral Agreement, in each case in a manner that would alter the pro rata sharing of payments required thereby; or
(x) release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors from the Guaranty Obligations Guarantee (or limit liability of all or substantially all the Guarantors in respect of the Obligations Guarantee), in each case except as expressly provided in the Credit Documents; or
(xDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) consent or any other section of the Bankruptcy Code or any other sale or other disposition of assets in connection with other Debtor Relief Laws or an enforcement action with respect to the assignment Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or transfer other modification of the type of obligations secured by any Credit Party the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of any the Collateral from the Liens of its rights the Collateral Documents or a release or limitation of the Obligations Guarantee and obligations under any Credit Document(B) an amendment or other modification of Section 6.8 shall only require the consent of the Requisite Lenders); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any waiver, amendment or other modification, or any consent, described in the preceding clauses (vii), (viii), (ix) and (x).
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteNote of such Lender;
(ii) extend any Commitment of such Lender;
(iii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Dateowed to such Lender;
(iv) [Reserved];
(v) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunderof such Lender;
(vvi) extend the time for payment of any such interest interest, fees or feespremium owed to such Lender;
(vivii) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Creditsuch Lender;
(viiviii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiiix) amend Section 8.2 or the definition of “Requisite Lenders” or the relevant substance of any other provision in the Agreement referencing the pro rata share of a Lender (including the definition of “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date);
(ixx) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; orDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be needed for such release);
(xxi) except with respect to any Credit Party, other than Holdings and the Borrower, in a transaction permitted pursuant to Section 6.8(a) or in connection with a merger of such Credit Party to effect a Permitted Acquisition or other Investment permitted by Section 6.6 that results in the surviving entity becoming a Guarantor Subsidiary, consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(xii) amend the definition of “Eligible Assignee” or change any provision of Section 10.6 in any manner that makes assignments or transfers by any Lender more restrictive; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix), (x), (xi) and (xxii).
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 9.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Term Loan Commitment or postpone the scheduled expiration date of any Term Loan Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Term Loan Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or NoteLoan;
(iiiii) waive, reduce or postpone any scheduled repayment amortization payment (but not any voluntary or mandatory prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination DateLoan;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(v) extend , or waive or postpone the time for payment of any such interest or feesfees or premiums;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b9.5(b), Section 10.5(c9.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 9.6(a));
(viiivii) amend the definition of the term “Requisite Lenders” or the term “Pro Rata Share”; providedprovided that additional extensions of credit made pursuant to Sections 2.20 and 2.21 shall be included, and with the consent of the Requisite Lenders, Lenders other additional extensions of credit pursuant hereto may be included included, in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;; or
(ixviii) release all or substantially all of the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors from the Guaranty Obligations Guarantee (or limit liability of all or substantially all of the Guarantors in respect of the Obligations Guarantee), in each case except as expressly provided in the Credit Documents; or
(xDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) consent or any other section of the Bankruptcy Code or any other sale or other disposition of assets in connection with an enforcement action with respect to the assignment Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or transfer other modification of the type of obligations secured by any Credit Party the Collateral Documents or guaranteed thereunder shall not be deemed to be a release of any the Collateral from the Liens of its rights the Collateral Documents or a release or limitation of the Obligations Guarantee and obligations under any Credit Document(B) an amendment or other modification of Section 6.4 or 6.8 shall only require the consent of the Requisite Lenders); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any waiver, amendment or other modification, or any consent, described in clauses (viivi), (viii), (ixvii) and (xviii).
Appears in 2 contracts
Samples: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Affected Lenders’ Consent. Without the written consent of each Lender (other than, solely with respect to Sections 10.5(iii) through (vii), a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent (including amendments or modifications to any relevant definitions in Section 1) shall be effective if the effect thereof would:
(i) extend (i) any Revolving Commitment of such Lender or (ii) the scheduled final maturity of any Loan or NoteNote of such Lender;
(ii) waive, reduce or postpone increase any scheduled repayment (but not prepayment)Commitment of any Lender over the amount thereof then in effect without the consent of such Lender;
(iii) extend reduce the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce Fee Rate or the rate of interest on any Loan of such Lender (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.9 or the definition of “Default Rate”) or any fee or any premium (including Letter of Credit Fee) or other amount payment obligations payable hereunderhereunder to such Lender; provided that any amendment or other modification of any financial covenant definition in this Agreement shall not constitute a reduction in the rate of interest for the purpose of this clause (iii); provided further, that the establishment of an alternative rate of interest, as referenced in the definition of “Eurodollar Rate” and related amendments to effectuate such establishment shall only require the consent of the Required Lenders;
(viv) extend the time for payment of any such interest, fees or scheduled payments in respect of Incremental Term Loans payable to a Lender under this Agreement without the written consent of the Lender to which such interest or feesfee is directly payable (excluding the waiver of any mandatory prepayment or the payment of any expense, cost or indemnity);
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditCredit due to such Lender;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders;
(viiivi) amend the definition of “Requisite Required Lenders”, “Required Revolving Lenders”, “Required Incremental Term Loan Lenders” or “Pro Rata Share”” or any other provision in this Agreement affecting the ratable treatment of the repayment of principal, interest and fees or other Obligations under this Agreement; providedprovided that, with the consent of Requisite the Required Lenders, Required Revolving Lenders or Required Incremental Term Loan Lenders, as applicable, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders”, “Required Revolving Lenders”, “Required Incremental Term Loan Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Pattern Energy Group Inc.), Credit and Guaranty Agreement (Pattern Energy Group Inc.)
Affected Lenders’ Consent. Without Subject to Sections 2.14(a)(ii), 2.19(b), 10.05(f), and the proviso in Section 10.05(a), without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any principal of any Loan or Noteextend the scheduled date of expiration of any Commitment or increase the Commitment of any Lender;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) ;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than as a result of an amendment or other modification in accordance with the last paragraph of the definition of Applicable Margin, or any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder2.07);
(viv) extend the time for payment of any such interest or feesfees payable to any Lender hereunder;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders, all Requisite Lenders or Requisite Revolving Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) except for changes necessary to give effect to the changes permitted by clause (f) below, amend the definition of “Requisite Class Lenders,” “Requisite Lenders,” “Requisite Revolving Lenders,” or “Pro Rata Share”; provided, (A) with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” Lenders or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;, and (B) with the consent of Requisite Revolving Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Revolving Lenders or “Pro Rata Share” on substantially the same basis as the Revolving Commitments and the Revolving Loans are included on the Closing Date; or
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(xDocuments and except in connection with a “credit bid” undertaken by the collateral agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) consent or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the assignment or transfer by any Collateral permitted pursuant to the Credit Party Documents (in which case only the consent of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Requisite Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (xneeded for such release).
Appears in 2 contracts
Samples: Credit Agreement (Sculptor Capital Management, Inc.), Credit and Guaranty Agreement (Sculptor Capital Management, Inc.)
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or NoteLoan;
(iiiii) waive, reduce or postpone any scheduled repayment amortization payment (but not any voluntary or mandatory prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination DateLoan;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.9) or any fee or any premium or other amount payable hereunder;
(v) extend , or waive or postpone the time for payment of any such interest interest, fee or feespremium;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viiivii) amend the percentage specified in the definition of the term “Requisite Lenders” or “Pro Rata Share”; provided, with amend the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or term “Pro Rata Share” on substantially or waive, amend or otherwise modify Section 2.16 hereof or Section 4.02 of the same basis as Security Agreement (and any comparable provision of any other Collateral Document) in a manner that would alter the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Datepro rata sharing of payments required thereby;
(ixviii) release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors Guarantor Subsidiaries from the Guaranty Guarantees created under the Credit Documents (or limit liability of all or substantially all the Guarantor Subsidiaries in respect of any such Guarantee), in each case except as expressly provided in the Credit Documents and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) or any other section of the Bankruptcy Code or any other sale or other disposition of assets in connection with other Debtor Relief Laws or an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents; or
(xix) consent to except as provided by operation of law and otherwise permitted hereunder, amend or modify the assignment Superpriority Claims status of the Obligations under the Orders or transfer by any Credit Party of any of its rights and obligations under any Credit Document; , provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any waiver, amendment or other modification, or any consent, described in the preceding clauses (vi), (vii), (viii), (ix) and (xix).
Appears in 2 contracts
Samples: Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (GWG Holdings, Inc.), Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (GWG Holdings, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final Revolving Commitment Termination Date, the Term Loan A Maturity Date or any other maturity of any Loan or NoteLoan;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrower to pay interest at the Default Rate or other amount (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 2 contracts
Samples: Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)intentionally omitted;
(iii) extend the Revolving Commitment Termination Date or, other than as expressly set forth in Section 2.4(a), the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or, to the extent provided in any amendment, waiver, or modification of a Credit Document, any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersas provided therein, as applicable;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent solely of Requisite Lenders, (x) additional extensions of credit pursuant hereto (which may or may not be new money tranches) may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date, (y) such terms and any provisions in any Credit Document requiring pro rata payments, distributions or commitment reductions may be amended on customary terms in connection with (I) such additional extension of credit referred to in clause (x) or (II) “amend and extend” transactions;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from value of the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations Obligations under any Credit DocumentDocument except as expressly provided in the Credit Documents; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (xix).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (General Growth Properties, Inc.), Credit and Guaranty Agreement (New GGP, Inc.)
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party or Alon Assets therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Term Loan Commitment or postpone the scheduled expiration date of any Term Loan Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Term Loan Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or NoteTerm Loan;
(iiiii) waive, reduce or postpone any scheduled repayment amortization payment (but not prepayment);
(iiiany voluntary or mandatory prepayment or offer to prepay) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination DateTerm Loan;
(iv) reduce the rate of interest on any Term Loan (other than any waiver of any increase in the interest rate applicable to any Term Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(v) extend , or waive or postpone the time for payment of any such interest or feesfees or premiums;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditTerm Loan;
(viivi) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viiivii) amend the definition of the term “Requisite Lenders” or the term “Pro Rata Share”; providedprovided that additional extensions of credit made pursuant to Sections 2.20 and 2.21 shall be included, and with the consent of the Requisite Lenders, Lenders other additional extensions of credit pursuant hereto may be included included, in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Term Loans are included on the Second Restatement Drop Down Date;; or
(ixviii) release all or substantially all of the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors from the Guaranty Obligations Guarantee (or limit liability of all or substantially all of the Guarantors in respect of the Obligations Guarantee), in each case except as expressly provided in the Credit Documents; or
Documents (xincluding in any Permitted Intercreditor Agreement) consent and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) or any other section of the Bankruptcy Code or any other sale or other disposition of assets in connection with an enforcement action with respect to the assignment Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or transfer other modification of the type of obligations secured by any Credit Party the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of any the Collateral from the Liens of its rights the Collateral Documents or a release or limitation of the Obligations Guarantee and obligations under any Credit Document(B) an amendment or other modification of Section 6.7 shall only require the consent of the Requisite Lenders); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any waiver, amendment or other modification, or any consent, described in clauses (viivi), (viii), (ixvii) and (xviii).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.), Credit and Guaranty Agreement (Alon USA Partners, LP)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder; provided, that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of the Borrower to pay interest at the Default Rate;
(v) waive or extend the time for payment of any such interest interest, fees or feespremiums;
(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), Section 2.16(c), Section 2.17, this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Required Lenders” or the definition of “Pro Rata Share”; provided, provided that with the consent of Requisite Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ixa) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty or (b) subordinate the Lien of the Collateral Agent on all or substantially all the Collateral or subordinate any Guaranty of the Guarantors, except in each case as expressly provided in the Credit Loan Documents; or;
(x) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document except as expressly provided in any Loan Document; or provided that that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)
Affected Lenders’ Consent. Without Subject to Section 10.5(d), without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Noteany promissory note issued pursuant to Section 2.6;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.9) or any fee or premium payable under this Agreement; provided, that (A) only the consent of the Requisite Lenders shall be necessary to amend the Default Rate in Section 2.9, to waive any premium prospective obligation of Company to pay interest at the Default Rate, or other amount payable hereunderto restore any right of Company to convert or continue Loans as LIBO Rate Loans that was revoked at the direction of Requisite Lenders or automatically pursuant to any provision of this Agreement, and (B) only the consent of Administrative Agent shall be necessary to revoke any election by Administrative Agent to impose interest at the Default Rate or to revoke any right of Company to convert or continue Loans as LIBO Rate Loans;
(v) waive or extend the time for payment of any such interest interest, fees, or feespremiums;
(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders or any specific Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Dateor “Voting Power Determinants”;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except (A) as expressly provided in the Credit DocumentsDocuments on the Closing Date, (B) in connection with a “credit bid” undertaken by Collateral Agent with the consent or at the direction of Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or any other provision of the Bankruptcy Code or any other Debtor Relief Law, or (C) in connection with any other sale or disposition of assets in connection with an enforcement action with respect to the Collateral that is permitted pursuant to the Credit Documents and consented to or directed by Requisite Lenders; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; , except as expressly provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to in any amendment described in clauses (vii), (viii), (ix) and (x)Credit Document.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (ONE Group Hospitality, Inc.), Credit and Guaranty Agreement (ONE Group Hospitality, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend or increase the Commitment of such Lender; provided that the aggregate amount of the Commitments shall not be increased to an amount in excess of $100,000,000 without the prior written consent of each of the Lenders;
(ii) extend the scheduled final maturity of any Loan or NoteNote of such Lender;
(iiiii) waive, reduce or postpone any scheduled repayment due such Lender (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan of such Lender (other than any amendment to the definition of “Default Rate” (which may be effected by consent of the Requisite Lenders) and any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or feesfees to such Lender;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Creditsuch Lender;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c11.5(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 11.5(c);
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or release a Guarantor, except in connection with a consolidation or a disposition permitted under Section 6.7;
(ix) subordinate all or substantially all any portion of the Guarantors from Obligations to other Indebtedness or the Guaranty except as expressly provided Liens in favor of Agent to any other Lien;
(x) amend Section 2.13 or the Credit Documentsdefinition of “Requisite Lenders” to reduce the required voting percentages or “Pro Rata Share”;
(xi) amend Section 2.11 or Section 2.12(g);
(xii) amend Section 6.4 (or any defined term used therein);
(xiii) permit an Interest Period of more than six (6) months in duration;
(xiv) impose any additional restrictions on any Lender’s ability to assign any part of its rights or obligations hereunder (including any amendment to Section 11.6); or
(xxv) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect other than to a successor by merger pursuant to any amendment described in clauses (vii), (viii), (ix) and (x)transaction not prohibited by this Agreement.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/), Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest interest, fees or feespremium;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(viiv) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivi) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date; provided, further, no amendment or other modification of the proviso of the definition of the “Requisite Lenders” shall be effective without the consent of Silicon Valley Bank (so long as Silicon Valley Bank holds more than 50% of the SVB Commitments (as such term is defined under the Pledge and Security Agreement);
(ixvii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit DocumentsDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k) or Section 1129(b)(2)(a)(ii) of the Bankruptcy Code or otherwise under the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be needed for such release); or
(xviii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (viiv), (viiivi), (ixvii) and (xviii).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hamilton Lane INC), Credit and Guaranty Agreement (Hamilton Lane INC)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: First Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.), First Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Term Loan or NoteTerm Loan Note or amend or modify the definition of “Term Loan Maturity Date”;
(ii) waive, reduce or postpone any scheduled principal repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest or premium (including any prepayment or repricing premium) on any Term Loan (other than any waiver of any increase in the interest rate applicable to any Term Loan pursuant to Section 2.102.5) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest (other than default interest) or fees;
(viv) reduce the principal amount of any Loan Term Loan;
(vi) amend, modify, terminate or waive any reimbursement obligation in respect provision of any Letter of CreditSection 10.5(a), Section 10.5(b) or Section 10.5(c);
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii)2.11, this Section 10.5(b2.12(a), Section 10.5(c2.12(g) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 2.13;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document (except as a result of a transaction permitted by the terms of this Agreement);
(xi) increase the Term Loan Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Term Loan Commitment of any Lender);
(xii) subordinate in right of payment any of the Obligations, or subordinate the lien on any of the Collateral securing the Obligations;
(xiii) waive or otherwise make any less restrictive, the definition of Eligible Assignee, or otherwise consent to any sale, transfer, or assignment of, or any participation with respect to, any of the Obligations to any Credit Party (or any Affiliate of any Credit Party, including any of the Permitted Holders), or any Person owning or controlling any Indebtedness of any Credit Party other than the Obligations;
(xiv) amend, modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents or the definition of “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender with Obligations then outstanding without the written consent of any such Lender; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vi), (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (fuboTV Inc. /FL), Credit and Guaranty Agreement (FaceBank Group, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrowers to pay interest at the Default Rate or other amount (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 2 contracts
Samples: Credit Agreement (FutureFuel Corp.), Credit Agreement (FutureFuel Corp.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Revolving Loan or Revolving Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Revolving Loan (other than any waiver of any increase in the interest rate applicable to any Revolving Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditRevolving Loan;
(viivi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Section 2.12, Section 2.13 or Section 2.14 or any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c9.5(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 9.5(c);
(viiivii) amend the definition of “Requisite Lenders”, “Revolving Exposure,” or “Pro Rata Share”,” “Applicable Advance Rate,” “Revolving Availability,” or any definition used therein; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(xix) consent to the assignment or transfer by any Credit Party Company or Holdings of any of its respective rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit Agreement (On Deck Capital Inc), Credit Agreement (On Deck Capital Inc)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender, except with respect to clauses (i), (ii), (iv) and (vi) below) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment Installment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.1(c)(i) or 2.9) or any fee or any premium or other amount payable hereunder; provided that modifications to definitions used in the calculation of Consolidated Leverage Ratio shall not be deemed to be a reduction of the rate of interest or fees;
(v) extend the time for payment of any such interest or fees;
(vi) reduce (other than by payment) or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditReimbursement Obligation;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.16, 9.5(a), this Section 10.5(b9.5(b), Section 10.5(c) 9.5(c), or any other provision Section 6.4 of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersGuaranty and Collateral Agreement;
(viii) amend the percentage set forth in the definition of “Requisite Lenders” or “Pro Rata Share”; providedprovided that, with the consent of Requisite Lenders, additional extensions of credit approved by Requisite Lenders or permitted to be incurred pursuant hereto to Section 2.1(c)(i), 6.2(f) or 6.2(j), may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans Loans, as the case may be, are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty and Collateral Agreement except as expressly provided in the Credit Loan Documents; or
(x) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit Agreement (Regal Entertainment Group), Credit Agreement (Regal Entertainment Group)
Affected Lenders’ Consent. Without Except as expressly provided in Section 3.1(a)(ii), without the written consent of each Lender (or in the case of clause (xiv)(A) below, without the written consent of the Supermajority Lenders) (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date;
(ii) waive, reduce or postpone any scheduled repayment (including any amortization payments of any Term Loan and any payment due on the maturity date of such Term Loan (except pursuant to the exercise of any Extension Option pursuant to Section 2.19), but not excluding any prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein (other amount than those defined terms that require the written consent of the Supermajority Lenders to amend pursuant to Section 11.4(b)(xiv)) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the Total Credit Exposure that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata ShareSupermajority Lenders”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) change the percentage of Revolving Credit Exposure that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Required Revolving Lenders”;
(x) change the percentage of the outstanding principal amount of the Term Loans that is required for the Lenders holding Term Loans or any of them to take any action hereunder or amend the definition of “Required Term Lenders”;
(xi) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or;
(xxii) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit DocumentDocument (except pursuant to a transaction permitted hereunder);
(xiii) amend, modify, terminate or waive any provision of Section 2.19; provided or
(xiv) amend (A) the definitions of “Borrowing Base” or “Net Operating Income” or (B) the definitions of “Advance Percentage” or “Capitalization Rate” or the calculations underlying the Borrowing Base in a manner that for results in more credit being made available to the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x)Borrower based upon the Borrowing Base.
Appears in 2 contracts
Samples: Credit Agreement (Sun Communities Inc), Credit Agreement (Sun Communities Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any such Lender’s Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal due to such Lender;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunderhereunder and due to such Lender; provided, that only the consent of the Required Lenders shall be necessary to waive the imposition of the Default Rate in Section 2.07;
(viv) waive or extend the time for payment of any interest, fees or premiums due to such interest or feesLender;
(viv) reduce or forgive the principal amount of any Loan due to such Lender;
(vi) change or have the effect of changing the priority or pro rata treatment of any reimbursement obligation payments (including voluntary and mandatory prepayments), Liens, or proceeds of Collateral (including as a result in whole or in part of allowing the issuance or incurrence, pursuant to this Agreement or otherwise, of new loans or other Indebtedness permitted hereunder having any priority over any of the Obligations in respect of payments, Liens, Collateral or proceeds of Collateral, in exchange for any Letter of Credit;
(viiObligations or otherwise) or otherwise amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(f), this Section 10.5(b)2.14, Section 10.5(c4.18, 4.25, 6.15, 10.05 or 10.06 (as it relates to assignments to other Lenders and Affiliates) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) amend the definition of “Requisite Eligible Assignee” or amend the definition of “Required Lenders” or the definition of “Pro Rata Share”; provided, provided that with the consent of Requisite Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving the Delayed Draw Term Loan Commitments and the Revolving Loans Delayed Draw Term Loan are included on the Second Restatement Closing Date;
(ixa) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty or (b) subordinate the Lien of the Collateral Agent on all or substantially all the Collateral or subordinate any Guaranty of the Guarantors, except in each case as expressly provided in the Credit Loan Documents; or
(xix) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document except as expressly provided in any Loan Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (vi), (vii), (viii), (ix) and (xix).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Ascend Wellness Holdings, LLC), Credit and Guaranty Agreement
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;,
(ii) waive, reduce reduce, or postpone any scheduled repayment (but not prepayment);,
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.09) or any fee or any premium or other amount payable hereunder;,
(viv) extend the time for payment of any such interest or fees;,
(viv) reduce the principal amount of any Loan Loan,
(vi) amend, modify, terminate, or waive any reimbursement obligation in respect provision of any Letter of Credit;this Section 10.05(b) or Section 10.05(c),
(vii) amend, modify, terminate terminate, or waive (A) any pro rata sharing, payment, or setoff provision of Section 2.13(b)(iii)any Loan Document (including, this Section 10.5(b)without limitation, Section 10.5(c2.16 of this Agreement) or (B) any other provision of this Agreement a Loan Document, in each case, in a manner that expressly provides that would alter (or have the consent effect of all Lenders is required or for altering) the pro rata treatment allocation among Lenders;the Lenders of any payments, disbursements, or setoffs,
(viii) amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;,
(ix) release all or substantially all releases of the Collateral or all or substantially all of the Guarantors from or releases of (or subordination of the Guaranty except Collateral Agent’s liens on) all or a material portion of the Collateral, in each case, in any transaction or series of related transactions (other than in connection with permitted asset sales, permitted dispositions, permitted mergers, permitted liquidations or dissolutions or as expressly provided in otherwise permitted under the Credit Loan Documents; ),
(x) subordinate any of the Obligations or any Lien created by this Agreement or any other Loan Document, or
(xxi) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit Agreement (Liberty Tax, Inc.), Credit Agreement (Liberty Tax, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in Section 10.3.1(c) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(ia) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date;
(iib) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 7.2, as applicable;
(iiic) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(ivd) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrowers to pay interest at the Default Rate or other amount (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(ve) extend the time for payment of any such interest or fees;
(vif) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit, including Letter of Credit Borrowings;
(viig) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 10.3.2 or Section 10.5(c) 10.3.3 or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiih) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersRevolving Commitment Percentage” or “Pro Rata Share” on substantially modify the same basis as amount of the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement DateCommitment of any Lender;
(ixi) release all or substantially all of the Collateral or all or substantially all of the Guarantors any Borrower from the Guaranty except as expressly provided in the Credit Documents; orits obligations hereunder;
(xj) consent to the assignment or transfer by any Credit Party the Borrowers of any of its their rights and obligations under any Credit DocumentDocument (except pursuant to a transaction permitted hereunder); provided that for or
(k) alter the avoidance reduction of doubt, all Lenders shall be deemed directly affected thereby with respect Revolving Commitments pursuant to any amendment described Section 2.11.2 in clauses (vii), (viii), (ix) and (x)a manner other than as specified therein.
Appears in 2 contracts
Samples: Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, but subject to Section 3.1(h), no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrower to pay interest at the Default Rate or other amount (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders,” “Revolving Commitment Percentage,” “Term Loan A Commitment Percentage,” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersTerm Loan Commitment Percentage” or “Pro Rata Share” on substantially modify the same basis as amount of the Revolving Commitment, Term Loan Commitments, the A Commitment or Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement DateLoan Commitment of any Lender;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 2 contracts
Samples: Credit Agreement (Ebix Inc), Credit Agreement (Ebix Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment date (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date[Reserved];
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest interest, fees or feespremium;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Term Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit DocumentsDocuments or the Intercreditor Agreement and except in connection with a “credit bid” undertaken by Administrative Agent or Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be needed for such release); or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit DocumentDocument (other than in connection with a transaction permitted by this Agreement); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: First Lien Credit and Guaranty Agreement (Alion Science & Technology Corp), Second Lien Credit and Guaranty Agreement (Alion Science & Technology Corp)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date[reserved];
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder (it being understood that any change to the definition of Public Debt Rating or other amount payable hereunderNet Leverage Ratio, or, in each case, in the component definitions thereof, shall not constitute a reduction in the rate of interest); provided, further, that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of the Borrower to pay interest at the Default Rate;
(v) waive or extend the time for payment of any such interest interest, fees or feespremiums, it being understood that only the consent of the Required Lenders shall be necessary to rescind an acceleration of Obligations under the Loan Documents after acceleration thereof pursuant to Section 8.01 hereof;
(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.15 (except to the extent provided for in Section 10.05(c)(iii)), Section 2.16(c), Section 2.17, this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders (or all Lenders in a particular facility) is required or for the pro rata treatment among Lendersrequired;
(viii) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document except as expressly provided in any Loan Document;
(ix) amend the definition of “Requisite Required Lenders” or amend Section 10.05(a) in a manner that has the same effect as an amendment to such definition or the definition of “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ixx) release all or substantially all of the Collateral or all or substantially all of the Guarantors (by value) from the Guaranty except as expressly provided in the Credit DocumentsLoan Documents or any Intercreditor Agreement;
(xi) amend or modify any provision of Section 10.06 in a manner that further restricts assignments thereunder;
(xii) subordinate any Liens of the Collateral Agent on all or substantially all of the Collateral; or
(xxiii) consent change the stated currency in which the Borrower is required to the assignment make payments of principal, interest, fees or transfer by any Credit Party of any of its rights and obligations other amounts hereunder or under any Credit other Loan Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (vii), (viii), (ix), (x) and (xxii).
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (PVH Corp. /De/)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.04(b)) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b9.05(b), Section 10.5(c9.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) amend the definition of “Requisite Required Lenders” or “Pro Rata ShareApplicable Percentage”; provided, with the consent of Requisite Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata ShareApplicable Percentage” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Effective Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty guaranty set forth in Article 7 except as expressly provided in the Credit Loan Documents; or
(xix) consent to the assignment or transfer by any Credit Borrower Party of any of its rights and obligations under any Credit Loan Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vi), (vii), (viii), (ix) and (xix).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Fly Leasing LTD), Term Loan Credit Agreement (Fly Leasing LTD)
Affected Lenders’ Consent. Without In addition to the consents required by Section 10.5(a), without the written consent of each Lender (other than a Defaulting Lender in the case of clauses (i) through (x) below and other than any Affiliated Lender in the case of clauses (vii) through (ix) below only) that would be directly affected thereby, no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteNote of such Lender;
(ii) waive, reduce or postpone any scheduled repayment due such Lender (but not prepaymentany mandatory prepayment or any Preliminary IP Event Prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan of such Lender (other than any amendment to the definition of “Default Rate” (which may be effected by consent of the Requisite Lenders) and any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or feesfees to such Lender;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders);
(viiivii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Effective Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or;
(xix) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under any Credit Document; or
(x) increase any Commitment of any Lender over the amount thereof then in effect; provided that for no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default after the avoidance Effective Date shall constitute an increase in any Commitment of doubtany Lender. provided, all Lenders shall however, that the Fee Letter may be deemed directly affected thereby with respect to any amendment described amended or modified, or the rights or privileges thereunder waived, in clauses (vii), (viii), (ix) and (x)a writing executed only by the parties thereto.
Appears in 2 contracts
Samples: First Lien Credit and Guaranty Agreement (Vonage Holdings Corp), Second Lien Credit and Guaranty Agreement (Vonage Holdings Corp)
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default, and no making of a Protective Advance or Out-of-Formula Loan as contemplated hereby, shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Loan;
(iii) extend the stated scheduled expiration date of any Letter of Credit (other than any Collateralized Letter of Credit or Post-Term Letter of Credit) beyond the Revolving Commitment Termination Date;
(iv) waive, reduce or postpone any scheduled payment (but not any voluntary prepayment) of any Loan;
(v) reduce the rate of interest on any Loan or any fee payable hereunder (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) 2.10 or any fee change in the definition, or in any premium component of, the terms “Quarterly Average Facility Utilization” or other amount payable hereunder;
(v) extend “Quarterly Average Excess Availability”), or waive or postpone the time for payment of any such interest or feesfee (including any prepayment fee);
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c10.5(d) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viii) amend the definition of the term “Requisite Lenders”, the term “Supermajority Lenders” or the term “Pro Rata Share”; providedprovided that additional extensions of credit made pursuant to Sections 2.24, 2.25 and 2.26 shall be included, and with the consent of the Requisite Lenders, Lenders other additional extensions of credit pursuant hereto may be included included, in the determination of “Requisite Lenders”, “Supermajority Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans Exposures are included on the Second Restatement Closing Date;
(ix) release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors from the Guaranty Obligations Guarantee (or limit liability of all or substantially all the Guarantors in respect of the Obligations Guarantee) or contractually subordinate the Lien granted to the Collateral Agent in the Collateral for the benefit of the Secured Parties as to the Lien of any other creditor, in each case except as expressly provided in the Credit Documents; orDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or any other section of the Bankruptcy Code or other applicable law or any other sale or other disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or other modification of the type of obligations secured by the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of the Collateral from the Liens of the Collateral Documents or a release or limitation of the Obligations Guarantee and (B) an amendment or other modification of Section 6.8 shall only require the consent of the Requisite Lenders);
(x) amend the definition of the term “Interest Period” in a manner that would require any BSBY Rate Loan to be made with an Interest Period longer than six months without the consent to of the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit DocumentLender making such BSBY Rate Loan; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any waiver, amendment or other modification, or any consent, described in the preceding clauses (vii), (viii), (ix) and (xix).
Appears in 2 contracts
Samples: Abl Credit and Guaranty Agreement (QualTek Services Inc.), Abl Credit and Guaranty Agreement (QualTek Wireline LLC)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated scheduled expiration date of any Letter of Credit beyond the Revolving Commitment Termination DateDate unless the Issuing Bank has agreed in writing to such extension and no Lenders shall have any remaining liability or obligations to the Issuing Bank or any other Lenders in respect of such Letter of Credit;
(iv) reduce the stated rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the scheduled time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the number of Lenders or the percentage of Term Loan Exposure, Incremental Term Loan Exposure and Revolving Exposure that shall be required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, provided that with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral from the Liens of the Collateral Documents or Subsidiary Guarantors representing all or substantially all the value of the Guarantee from their obligations under the Guarantee (or limit liability of all or substantially all of the Subsidiary Guarantors from the Guaranty in respect of such Guarantee), except as expressly provided in the Credit DocumentsDocuments (it being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents or so guaranteed shall not be deemed to be a release of the Collateral from the Liens of the Security Documents or a release or limitation of any such guarantee);
(x) amend, modify, terminate or waive any of the items required under clauses (h)(i), (h)(ii) and (h)(iii) of the definition of the term “Collateral and Guarantee Requirement” or any of the terms in the New York Blocked Account Control Agreement, in each case in a manner that could reasonably be expected to be materially disadvantageous to the Lenders; or
(xxi) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Telx Group, Inc.), Credit and Guarantee Agreement (Telx Group, Inc.)
Affected Lenders’ Consent. Without Subject to Section 2.22, without the written consent of each Lender (other than a Defaulting Lender except as provided in Section 10.3.1(c) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(ia) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date;
(iib) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12, the required pro rata sharing of payments pursuant to Section 2.14 or the application of funds pursuant to Section 7.2, as applicable;
(iiic) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(ivd) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrowers to pay interest at the Default Rate or other amount (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(ve) extend the time for payment of any such interest or fees;
(vif) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit, including Letter of Credit Borrowings;
(viig) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 10.3.2 or Section 10.5(c) 10.3.3 or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiih) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersRevolving Commitment Percentage” or “Pro Rata Share” on substantially modify the same basis as amount of the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement DateCommitment of any Lender;
(ixi) release all or substantially all of the Collateral or all or substantially all of the Guarantors any Borrower from the Guaranty except as expressly provided in the Credit Documents; orits obligations hereunder;
(xj) consent to the assignment or transfer by any Credit Party the Borrowers of any of its their rights and obligations under any Credit DocumentDocument (except pursuant to a transaction permitted hereunder);
(k) alter the reduction of Revolving Commitments pursuant to Section 2.11.2 in a manner other than as specified therein; provided that for or
(l) subordinate, or have the avoidance effect of doubtsubordinating, all Lenders shall be deemed directly affected thereby with respect the Obligations hereunder to any amendment described in clauses (vii), (viii), (ix) and (x)other Indebtedness or other obligation.
Appears in 2 contracts
Samples: Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co)
Affected Lenders’ Consent. Without the written consent of the Borrower and each Lender that would be directly and adversely affected thereby, no amendment, modificationModification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)[INTENTIONALLY OMITTED];
(iii) other than as expressly set forth in Section 2.14, extend the Revolving Commitment Termination Date or, other than as expressly set forth in Section 2.4(a), the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modifyModify, terminate or waive any provision of Section 2.13(b)(iii2.13(b), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, (x) additional extensions of credit pursuant hereto (which may or may not be new money tranches) may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Effective Date, (y) such terms and any provisions in any Credit Document requiring pro rata payments, distributions or commitment reductions may be amended on customary terms in connection with (I) such additional extension of credit referred to in clause (x) or (II) “amend and extend” transactions;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from value of the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations Obligations under any Credit DocumentDocument except as expressly provided in the Credit Documents; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Gramercy Property Trust Inc.), Credit and Guaranty Agreement (Gramercy Property Trust Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected therebythereby (without giving effect to any distinctions between the Class A Lenders and the Class B Lenders), no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Revolving Loan or Revolving Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Revolving Loan (other than any waiver of any increase in the interest rate applicable to any Revolving Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditRevolving Loan;
(viivi) (x) amend the definition of “Borrowing Base Deficiency,” “Class A Borrowing Base,” “Class A Borrowing Base Deficiency,” “Class B Borrowing Base,” or “Class B Borrowing Base Deficiency” or (y) amend, modify, terminate or waive Section 2.2, Section 2.12, Section 2.13, Section 2.14, Section 2.18, Section 2.19 or Section 5.11 or any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders9.5;
(viiivii) (x) amend the definition of “Requisite Lenders”, “Requisite Class A Committed Lenders,” or “Requisite Class B Lenders,” “Class A Revolving Exposure,” “Class B Revolving Exposure,” “Pro Rata Share”,” “Applicable Class A Advance Rate,” “Applicable Class B Advance Rate,” “Class A Revolving Availability,” “Class B Revolving Availability,” “Financial Covenants,” “Event of Default,” “Total Utilization of Class B Revolving Loans,” “Class B Indemnitee,” “Class B Monthly Interest Amount,” “Class B Monthly Principal Payment Amount,” “Borrowing Base Certificate,” “Borrowing Base Report,” “Master Record,” “Monthly Servicing Report,” “Early Amortization Event” or “Early Amortization Period” or any definition used therein, or (y) waive the occurrence of the Early Amortization Start Date; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit Agreement (Enova International, Inc.), Credit Agreement (Enova International, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder; provided, that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of the Borrower to pay interest at the Default Rate;
(v) waive or extend the time for payment of any such interest interest, fees or feespremiums;
(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), Section 2.16(c), Section 2.17, this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Required Lenders” or the definition of “Pro Rata Share”; provided, provided that with the consent of Requisite Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement ClosingRestatement Effective Date;
(ixa) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty or (b) subordinate the Lien of the Collateral Agent on all or substantially all the Collateral or subordinate any Guaranty of the Guarantors, except in each case as expressly provided in the Credit Loan Documents; or;
(x) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document except as expressly provided in any Loan Document; or provided that that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)
Affected Lenders’ Consent. Without Subject to Sections 2.14(a)(ii), 2.19(b), 10.05(f), and the proviso in Section 10.05(a), without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any principal of any Loan or Noteextend the scheduled date of expiration of any Commitment or increase the Commitment of any Lender;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than as a result of an amendment or other modification in accordance with the last paragraph of the definition of Applicable Margin, or any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.07) or any fee or payable to any premium or other amount payable Lender hereunder;
(viv) extend the time for payment of any such interest or feesfees payable to any Lender hereunder;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) except for changes necessary to give effect to the changes permitted by clause (f) below, amend the definition of “Requisite Class Lenders,” “Requisite Lenders,” “Requisite Revolving Lenders,” or “Pro Rata Share”; provided, (A) with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” Lenders or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Initial Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;, and (B) with the consent of Requisite Revolving Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Revolving Lenders or “Pro Rata Share” on substantially the same basis as the Revolving Commitments and the Revolving Loans are included on the Closing Date; or
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(xDocuments and except in connection with a “credit bid” undertaken by the collateral agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) consent to or otherwise of the assignment Bankruptcy Code or transfer by any Credit Party other sale or disposition of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby assets in connection with an enforcement action with respect to any amendment described the Collateral permitted pursuant to the Credit Documents (in clauses (vii), (viii), (ix) and (xwhich case only the consent of the Requisite Lenders will be needed for such release).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC), Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder; provided, that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of the Borrower to pay interest at the Default Rate;
(v) waive or extend the time for payment of any such interest interest, fees or feespremiums;
(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), Section 2.16(c), Section 2.17, this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Required Lenders” or the definition of “Pro Rata Share”; provided, provided that with the consent of Requisite Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Borrower or other Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Loan;
(iii) subject to Section 9.8, extend the stated scheduled expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) waive, reduce or postpone any scheduled amortization payment (but not any voluntary or mandatory prepayment) of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(v) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.9) or any fee or any premium or other amount payable hereunder;
(v) extend , or waive or postpone the time for payment of any such interest or feesfees or premiums;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b9.5(b), Section 10.5(c9.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders (or of all Lenders of any Class) is required to waive, amend or for otherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including the pro rata treatment among Lendersprovision set forth in Section 9.6(a));
(viii) amend the definition of the term “Requisite Lenders” or the term “Pro Rata Share”; providedprovided that additional extensions of credit made pursuant to Section 2.24 shall be included, and with the consent of the Requisite Lenders, other additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans Exposures are included therein on the Second Restatement Closing Date;; or
(ix) release all or substantially all of the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors from the Guaranty Obligations Guarantee (or limit liability of all or substantially all of the Guarantors in respect of the Obligations Guarantee), in each case except as expressly provided in the Credit DocumentsDocuments (it being understood that (A) an amendment or other modification of the type of obligations secured by the Collateral Documents or guaranteed thereunder shall not be deemed to be a release of the Collateral from the Liens of the Collateral Documents or a release or limitation of the Obligations Guarantee and (B) an amendment or other modification of Section 6.6 shall only require the consent of the Requisite Lenders); or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any waiver, amendment or other modification, or any consent, described in clauses (vii), (viii), (ix) and (xix).
Appears in 2 contracts
Samples: Credit Agreement (Chrysler Group LLC), Credit Agreement (Chrysler Group LLC)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend or increase the scheduled final maturity Commitment of any Loan Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3.01 or Noteof any Default, Event of Default, mandatory prepayment or mandatory reduction of any Commitment shall not constitute an extension or increase of any Commitment of any Lender);
(ii) waive, reduce or postpone forgive the principal amount of, the rate of interest specified herein on, or the premiums (if any) on payments of, any scheduled repayment (but Loan, any fees or other amounts payable hereunder or under any other Credit Document; provided, however, that only the consent of the Requisite Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay any amount at the Default Rate and such waiver shall not prepayment)constitute a reduction of the rate of interest hereunder;
(iii) extend the stated expiration postpone any date scheduled for any payment of any Letter of Credit beyond the Revolving Commitment Termination Date;interest, fees or principal (including final maturity) under Sections 2.07, 2.10 and 2.11, respectively; or
(iv) reduce change the rate application of interest on proceeds among the Lenders pursuant to this Agreement or any Loan (other than any waiver applicable Credit Document, including the order of application of any increase prepayment of Loans from the application thereof as set forth in the interest rate definition of “Pro Rata Share” and the applicable to any Loan pursuant to Section 2.10) provisions of Sections 2.05, 2.14, 2.16 or any fee or any premium or other amount payable hereunder8.02, respectively;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c10.05(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders;Section 10.05(c); or
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ixvi) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except Guaranty, except, in each case, as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.), Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final Revolving Commitment Termination Date, the Term Loan A Maturity Date or any other maturity of any Loan or NoteLoan;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12, change Section 2.13(d) or Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby, or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrower to pay interest at the Default Rate or other amount (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 2 contracts
Samples: Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant or Default or Event of Default, and no making of a Protective Advance as contemplated hereunder, shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan (it being understood that no waiver, amendment or Note;
(ii) waive, reduce other modification of any Default or postpone Event of Default or any scheduled repayment (but not prepaymentmandatory prepayment shall constitute an increase in any Commitment of any Lender);
(iii) extend the stated scheduled expiration date of any Letter of Credit (other than any Backstopped Letter of Credit) beyond the Revolving Commitment Termination Date;
(iv) waive, reduce or postpone any scheduled payment (but not any voluntary prepayment) of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(v) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.9 or any change in the definition, or in any components of, the terms “Quarterly Average Facility Utilization” or “Quarterly Average Excess Availability”) or any fee or any premium or other amount payable hereunder;
(v) extend , or waive or postpone the time for payment of any such interest or feesfee;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;; 1095171012\7\AMERICAS
(vii) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viii) amend the percentage specified in the definition of the term “Requisite Lenders”, “Supermajority Lenders” or “Majority in Interest” or amend the term “Pro Rata Share”; providedprovided that additional extensions of credit made pursuant to Sections 2.23, 2.24 and 2.25 shall be included, and with the consent of the Requisite Lenders, Lenders other additional extensions of credit pursuant hereto may be included included, in the determination of “Requisite Lenders”, “Supermajority Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans Exposures are included on the Second Restatement Closing Date;
(ix) amend Section 2.15(e) or 2.16 of this Agreement or Section 5.02 of the Pledge and Security Agreement, in each case, in a manner that would alter the pro rata sharing of payments required thereby; or
(x) release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all the value of the Guarantors from Obligations Guarantee or contractually subordinate the Guaranty Liens of the Collateral Documents in any ABL Priority Collateral for the benefit of the Secured Parties to the Lien of any other creditor, in each case except as expressly provided in the Credit Documents; or
(xDocuments and except in connection with a debtor-in-possession financing or use of cash collateral in any proceeding under any Debtor Relief Law permitted under the ABL Intercreditor Agreement, a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) consent or any other section of the Bankruptcy Code or any other sale or other disposition of assets in connection with other Debtor Relief Laws or an enforcement action with respect to the assignment Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or transfer other modification of the type of obligations secured by any Credit Party the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of any the Collateral from the Liens of its rights the Collateral Documents or a release or limitation of the Obligations Guarantee and obligations under any Credit Document(B) an amendment or other modification of Section 6.8 shall only require the consent of the Requisite Lenders); provided that (1) for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to by any waiver, amendment or other modification, or any consent, described in the preceding clauses (vii), (viii), (ix) and (x), and (2) any waiver, amendment or other modification, or any consent, described in this clause (b) shall only require the consent of the Lenders directly and adversely affected thereby and not the Requisite Lenders or any other Majority in Interest of any Class of Loans or Commitments.
Appears in 2 contracts
Samples: Abl Credit and Guaranty Agreement (PetIQ, Inc.), Abl Credit and Guaranty Agreement (PetIQ, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan Revolving Commitment Termination Date, except pursuant to an extension thereof effected in accordance with Section 2.18, or Noteextend the Term Maturity Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than under Section 3.1(a) or any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder, or change the manner of computation of any premium financial or other amount ratio (including any change in any applicable defined term) used in determining the Applicable Margin or Facility Fee Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder; 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 Borrower to pay interest at the Default Rate;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders”, “Required Revolving Lenders”, “Required Term Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersRevolving Commitment Percentage” or “Pro Rata Share” on substantially modify the same basis as amount of the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement DateCommitment of any Lender;
(ix) as may be applicable at any time, release all or substantially all of the Collateral Parent (as Guarantor) or all or substantially all of the other Guarantors from the Guaranty their respective obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder (it being understood that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.10 or other amount payable hereunderto waive any obligation of any Borrower to pay interest at the Default Rate);
(viv) waive or extend the time for payment of any such interest interest, fees or feespremiums;
(viv) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), Section 2.15 (except to the extent provided for in Section 10.05(c)(iii)), Section 2.16(c), Section 2.17, this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required required;
(vii) consent to the assignment or for the pro rata treatment among Lenderstransfer by any Loan Party of any of its rights and obligations under any Loan Document except as expressly provided in any Loan Document;
(viii) amend the definition of “Requisite Required Lenders” or amend Section 10.5(a) in a manner that has the same effect as an amendment to such definition or the definition of “Pro Rata Share”; provided, that with the consent of Requisite Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Loan Documents;
(x) amend or modify any provision of any Loan Document relating to priority or subordination of the Loans and Commitments;
(xi) permit any change to the Borrowers or the Guarantors other than as expressly provided in this Agreement;
(xii) amend or modify any provision of Section 10.06 in a manner that further restricts assignments thereunder; or
(xxiii) consent change the stated currency in which any Borrower is required to the assignment make payments of principal, interest, fees or transfer by any Credit Party of any of its rights and obligations other amounts hereunder or under any Credit other Loan Document; provided provided, that for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses clause (vi), (vii), (viii), (ix) and ), (x), (xi) or (xiii).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Grifols SA), Credit and Guaranty Agreement (Grifols SA)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Datereserved;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, that with the consent of Requisite LendersLenders (excluding any Lenders who will no longer be Lenders following the borrowing and use of proceeds of the additional extensions of credit), additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Second Lien Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Second Lien Credit and Guaranty Agreement (Boise Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.22) or any fee payable hereunder or change the cash pay nature of any premium or other amount payable hereundersuch interest;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.26(b), this Section 10.5(b10.04(b), Section 10.5(c10.04(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend amend, directly or indirectly, the definition of “Requisite Lenders” or “Pro Rata Share”” (or any other defined terms used to define such terms); provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Prommis Solutions Holding Corp.), Credit and Guaranty Agreement (Prommis Solutions Holding Corp.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any such Lender’s Term Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Term Loan (other than any waiver of any increase in the interest rate applicable to any Term Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable to such Lender hereunder;
(viv) extend the time for payment of any such interest or feesfees payable to such Lender hereunder;
(viv) reduce the principal amount of any Term Loan or any reimbursement obligation in respect of any Letter of Creditowing to such Lender;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required (it being understood that with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included pursuant to this Section 10.5(b) or for the pro rata treatment among Lendersany other provision required to accomplish such purpose);
(viiivii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Term Loans are included on the Second Restatement Closing Date;
(ixviii) at any time release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (vi), (vii), (viii), (ix) and (xix). At any time as Oaktree is a Lender, the consent of Oaktree (in its capacity as a Lender) shall be required for any amendment, modification, termination, or consent in respect of the matters addressed by Section 6.15(f).
Appears in 2 contracts
Samples: Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.), Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend amend the scheduled final maturity definition of any Loan or Note“Maturity Date”;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Installment;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest interest, fees or feespremium;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Term Loans are included on the Second Restatement Closing Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit DocumentsDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii), Section 1129(b)(2)(a)(iii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be needed for such release); or
(xix) consent to the assignment or transfer by (1) any Credit Party (other than Holdings or Borrower) to any Person that is not Holdings or a Subsidiary of Holdings or (2) Holdings or Borrower to any Person of any of its rights and obligations under any Credit Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vi), (vii), (viii), (ix) and (xix).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender, except that, for the purposes of succeeding clauses (i) through (viii), or to the extent such Defaulting Lender is treated materially disproportionately to other Lenders that are not Defaulting Lenders, a Defaulting Lender shall have a separate vote to the extent otherwise provided therein) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteNote (except extensions expressly permitted in Section 2.24);
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination DateDate (except extensions expressly permitted in Section 2.24);
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.9) or any fee payable hereunder or any premium or other amount payable hereunderunder any Credit Document;
(v) reduce or forgive the amount due and payable of any such interest, fees or other amounts, or extend the time for payment of any such interest (other than interest payable pursuant to Section 2.9) or fees;
(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii10.5(a), this Section 10.5(b), ) or Section 10.5(c) or any other provision (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement that expressly provides that which afford the consent protections to such additional extensions of all Lenders is required or for credit of the pro rata treatment among Lenderstype provided to the Loans and Commitments on the Closing Date);
(viii) amend any provision of Section 2.16 or amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination definitions of “Requisite Lenders” or “Pro Rata Share” other than as contemplated by Section 2.24 (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Requisite Lenders and Pro Rata Share on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving extensions of Loans and Commitments and the Revolving Loans are included on the Second Restatement Closing Date);
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and ;
(x)) amend Section 2.24 the effect of which is to extend the final maturity of the Commitment of any Lender without its consent; and
(xi) increase, or postpone the scheduled date of expiration of, any Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.), Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, but subject to Section 3.1(h), no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary:
(A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrower to pay interest at the Default Rate; or
(B) to amend any financial covenant hereunder (or other amount any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iiithis clause (b), this Section 10.5(b), Section 10.5(cthe below clause (c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 2 contracts
Samples: Credit Agreement (Heritage Insurance Holdings, Inc.), Credit Agreement (Heritage Insurance Holdings, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected therebythereby (without giving effect to any distinctions between the Class A Lenders and the Class B Lenders), no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Revolving Loan or Revolving Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Revolving Loan (other than any waiver of any increase in the interest rate applicable to any Revolving Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditRevolving Loan;
(viivi) (x) amend the definition of “Class A Borrowing Base” or “Class B Borrowing Base” or (y) amend, modify, terminate or waive Section 2.12, Section 2.13 or Section 2.14 or any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c9.5(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 9.5(c);
(viiivii) (x) amend the definition of “Requisite Lenders”, “Requisite Class A Revolving Lenders,” or “Requisite Class B Revolving Lenders,” “Class A Revolving Exposure,” “Class B Revolving Exposure,” “Committed Lender Pro Rata Share,” “Pro Rata Share”,” “Applicable Class A Advance Rate,” “Applicable Class B Advance Rate,” “Class A Revolving Availability,” “Class B “Revolving Availability,” “Early Amortization Event” or “Early Amortization Period” or any definition used therein, or (y) waive the occurrence of the Early Amortization Start Date; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Original Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Fourth Amended and Restated Credit Agreement (Enova International, Inc.), Credit Agreement (On Deck Capital, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination DateDate (unless a Letter of Credit Backstop is in place);
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunderhereunder (it being understood that any change to the component definitions of the Leverage Ratio affecting the determination of interest shall only require the consent of Borrower and the Requisite Lenders);
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, that with the consent of Requisite LendersLenders (excluding any Lenders who will no longer be Lenders following the borrowing and use of proceeds of the additional extensions of credit), additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Credit and Guaranty Agreement (Boise Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis terms and conditions as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) increase, or extend the scheduled final maturity of, the Commitment of any Loan or Notesuch Lender;
(ii) waive, reduce or postpone any scheduled repayment due such Lender (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan of such Lender (other than including, for the avoidance of doubt, any amendment to the definition of “Default Rate” and any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or feesfees to such Lender;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b) or Section 10.5(a) or (c), Section 10.5(c) or other than to add any other provision of this Agreement that expressly provides that is subject to the consent of each affected Lender or all Lenders is required or for the pro rata treatment among Lenders;
(viiivii) amend Section 2.11(a), 2.11(b), 2.12(f), 2.13 or the definition of “Applicable Percentage,” “Requisite Lenders,” “Requisite Tranche Lenders,” “Requisite Tranche 1 Lenders” or “Pro Rata ShareRequisite Tranche 2 Lenders”; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Applicable Percentage,” “Requisite Lenders,” “Requisite Tranche Lenders,” “Requisite Tranche 1 Lenders” or “Pro Rata Share” Requisite Tranche 2 Lenders”, on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans Outstanding Amounts are included on the Second Restatement Closing Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all value of the Guarantors from the Guaranty or Guaranties, except as expressly provided in the Credit Documents; or
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect except pursuant to any amendment described in clauses (vii), (viii), (ix) and (x)transaction permitted under Section 6.4.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Cit Group Inc), Revolving Credit and Guaranty Agreement (Cit Group Inc)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender with respect to clauses (ii), (v) and (vii) through (xiii) below) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder, it being understood that any change to the definition of Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest; and further provided that only the consent of Requisite Lenders shall be necessary to amend the default rate in Section 2.10 or to waive any obligation of any Borrower to pay interest at the default rate;
(v) extend the time for payment of any such interest interest, fees or feespremium (if any);
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, that with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Original Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or;
(x) except to the extent permitted by the Credit Documents, consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document;
(xi) amend Section 1.6 (except to shorten or waive any time periods provided for therein) or the definition of “Foreign Currency”;
(xii) make any Loan, interest, fee or other amount payable in any currency other than as expressly provided herein; or
(xiii) change the jurisdiction of organization, incorporation or formation of any Borrower (provided that the jurisdiction of incorporation of Parent Borrower may be changed so long as the new jurisdiction of incorporation is the United States, any state thereof or the District of Columbia or any territory thereof); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (IMS Health Holdings, Inc.), Credit and Guaranty Agreement (IMS Health Holdings, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date, except pursuant to an extension thereof effected in accordance with Section 2.18;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder, or change the manner of computation of any premium financial or other amount ratio (including any change in any applicable defined term) used in determining the Applicable Margin or Unused Fee Rate or Facility Fee Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder; 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 Borrower to pay interest at the Default Rate;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersRevolving Commitment Percentage” or “Pro Rata Share” on substantially modify the same basis as amount of the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement DateCommitment of any Lender;
(ix) as may be applicable at any time, release all or substantially all of the Collateral Parent (as Guarantor) or all or substantially all of the other Guarantors from the Guaranty their respective obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 2 contracts
Samples: Credit Agreement (Physicians Realty Trust), Credit Agreement (Physicians Realty Trust)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders);
(viiivii) amend the definition of “Requisite Lenders” "REQUISITE LENDERS" or “Pro Rata Share”"PRO RATA SHARE"; providedPROVIDED, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” "REQUISITE LENDERS" or “Pro Rata Share” "PRO RATA SHARE" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Effective Date;
(ixviii) release or otherwise subordinate all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or;
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and ;
(x)) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date; or
(xi) reduce any reimbursement obligation in respect of any Letter of Credit.
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby(other than a Defaulting Lender), no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.11) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditRevolving Loan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii)2.17, this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) amend the definition of “Incremental Facility Effective Date”, “Requisite Revolving Lenders”, “Requisite Term Lenders”, “Requisite Lenders” ”, or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Revolving Lenders”, “Requisite Term Lenders”, “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(viii) increase any advance rate above the rate set forth herein or increase total Revolving Loan Commitments;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or;
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document;
(xi) consent to (A) any change to the DIP Budget or the Cash Flow Forecast or (B) waive any Event of Default; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses or
(vii), (viii), (ixxii) and (x)[Reserved].
Appears in 1 contract
Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (Lehman Brothers Holdings Inc)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteMaturity Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal, interest, fees or other amounts or any scheduled or mandatory commitment reduction or alter the required application of any prepayment pursuant to Section 2.10 or the application of funds pursuant to Section 9.3;
(iii) extend reduce the stated expiration date principal amount of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.6) or any fee or premium payable hereunder; provided, that, only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrower to pay interest at the Default Rate or other amount (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce or increase the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty Collateral, except as expressly provided in the Credit Documents; or
(xix) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.07) or any fee or any premium payable hereunder (it being understood that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.07 or other amount payable hereunderto waive any obligation of the Borrower to pay interest at the Default Rate);
(iv) change the definition of Conversion Date or add restrictions on the right to exchange Loans for Senior Exchange Notes pursuant to Section 11.02;
(v) waive or extend the time for payment of any such interest interest, fees or feespremiums;
(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.10(a), 2.10(b), Section 2.11, Section 2.13, this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document except as expressly provided in any Loan Document;
(ix) amend the definition of “Requisite Required Lenders” or amend Section 10.5(a) in a manner that has the same effect as an amendment to such definition or the definition of “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ixx) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Loan Documents;
(xi) amend or modify any provision of any Loan Document relating to priority or subordination of the Commitments;
(xii) permit any change to the Borrower or the Guarantors other than as expressly provided in this Agreement;
(xiii) amend or modify any provision of Section 10.06 in a manner that further restricts assignments thereunder; or
(xxiv) consent change the stated currency in which the Borrower is required to the assignment make payments of principal, interest, fees or transfer by any Credit Party of any of its rights and obligations other amounts hereunder or under any Credit other Loan Document; provided provided, that for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses clause (vii), (viii), (ix) and ), (x), (xi) or (xiv).
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date, or postpone the scheduled date of expiration of any Commitment;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that or any other Credit Document which, by its terms, expressly provides that requires the consent approval or concurrence of all Lenders is required or for the pro rata treatment among Lenderssuch Lender;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Existing Term Loan Commitments, the Existing Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for Document or limit the avoidance rights of doubt, all the Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x)under Section 10.6.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Kraton Polymers LLC)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of either of the Borrowers to pay interest at the Default Rate or other amount (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty Guaranty, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 1 contract
Samples: Credit Agreement (Earthlink Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the applicable Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder; provided that only the consent of the Requisite Lenders shall be necessary to change the definition of Leverage Ratio or the component definitions thereof;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of (A) Section 2.13(b)(iii2.13(b)(ii) (with respect to the reduction of the Revolving Commitments of each Lender proportionately to its Pro Rata Share), (B) this Section 10.5(b11.05(b), Section 10.5(c11.05(c) or (C) any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”” or any provision of Section 2.17; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date; provided, further that if such amendment affects only Lenders under the Term Loan or Lenders under the Revolving Loan, then with the consent of all Lenders in the relevant Class (being determined as if such Class were the only Class then outstanding);
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from value of the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit DocumentDocument except as expressly permitted by Sections 6.07 and 6.08; or
(xi) amend Section 2.16(h) hereof or Section 9 of the Security Agreement in a manner that would alter the pro rata sharing of payments required thereby; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii) (other than clause (A) thereof, in respect of which all Revolving Loan Lenders shall be deemed affected thereby), (viii) (other than as set forth in the provisos thereto), (ix) and (x).
Appears in 1 contract
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default, and no making of a Protective Advance as contemplated hereby, shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Loan;
(iii) extend the stated scheduled expiration date of any Letter of Credit (other than any Backstopped Letter of Credit) beyond the Revolving Commitment Termination Date;
(iv) waive, reduce or postpone any scheduled payment (but not any voluntary prepayment) of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(v) reduce the rate of interest on any Loan or any fee payable hereunder (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) 2.10 or any fee change in the definition, or in any premium components of, the terms “Quarterly Average Facility Utilization” or other amount payable hereunder;
(v) extend “Quarterly Average Excess Availability”), or waive or postpone the time for payment of any such interest or feesfee;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viii) amend the definition of the term “Requisite Lenders”, the term “Supermajority Lenders” or the term “Pro Rata Share”; providedprovided that additional extensions of credit made pursuant to Sections 2.24, 2.25 and 2.26 shall be included, and with the consent of the Requisite Lenders, Lenders other additional extensions of credit pursuant hereto may be included included, in the determination of “Requisite Lenders”, “Supermajority Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans Exposures are included on the Second Restatement Closing Date;; or
(ix) release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors from the Guaranty Obligations Guarantee (or limit liability of all or substantially all the Guarantors in respect of the Obligations Guarantee) or contractually subordinate the Lien granted to the Collateral Agent in the Collateral for the benefit of the Secured Parties to the Lien of any other creditor, in each case except as expressly provided in the Credit Documents; or
(xDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) consent or any other section of the Bankruptcy Code or any other sale or other disposition of assets in connection with an enforcement action with respect to the assignment Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or transfer other modification of the type of obligations secured by any Credit Party the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of any the Collateral from the Liens of its rights the Collateral Documents or a release or limitation of the Obligations Guarantee and obligations under any Credit Document(B) an amendment or other modification of Section 6.8 shall only require the consent of the Requisite Lenders); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any waiver, amendment or other modification, or any consent, described in the preceding clauses (vii), (viii), (ix) and (xix).
Appears in 1 contract
Affected Lenders’ Consent. Without Subject to Section 2.14(b), without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) increase, or extend the scheduled final maturity of, the Commitment of any Loan or Notesuch Lender;
(ii) waive, reduce or postpone any scheduled repayment due such Lender (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan of such Lender (other than including, for the avoidance of doubt, any amendment to the definition of “Default Rate” and any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or feesfees to such Lender;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b) or Section 10.5(a) or (c), Section 10.5(c) or other than to add any other provision of this Agreement that expressly provides that is subject to the consent of each affected Lender or all Lenders is required or for the pro rata treatment among Lenders;
(viiivii) amend Section 2.11(a), 2.11(b), 2.12(f), 2.13 or the definition of “Applicable Percentage,” “Requisite Lenders,” “Requisite Tranche Lenders,” “Requisite Tranche 1 Lenders,” or “Pro Rata ShareRequisite Tranche 2 Lenders”; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Applicable Percentage,” “Requisite Lenders,” “Requisite Tranche Lenders,” “Requisite Tranche 1 Lenders,” or “Pro Rata Share” Requisite Tranche 2 Lenders”, on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans Outstanding Amounts are included on the Second Restatement Closing Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all value of the Guarantors from the Guaranty or Guaranties, except as expressly provided in the Credit Documents; or
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect except pursuant to any amendment described in clauses (vii), (viii), (ix) and (x)transaction permitted under Section 6.4.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Cit Group Inc)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.9 or by reason of amendments to the defined terms used in computing the Leverage Ratio) or any fee payable hereunder or any premium or other amount payable hereunderunder any Credit Document;
(v) reduce or forgive the amount due and payable or extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders);
(viii) amend any provision of Section 2.16 or amend the definition of “Requisite Lenders” "REQUISITE LENDERS" or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date"PRO RATA SHARE";
(ix) release all or substantially all of the Fixed Collateral, the Liquid Collateral or all or substantially all any of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Stanadyne Corp)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, but subject to Section 3.1(b), no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) (A) extend the scheduled final maturity of any Loan Revolving Commitment Termination Date or Note(B) extend the Maturity Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal, interest, fees or other amounts or any scheduled or mandatory commitment reduction or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal amount of or the rate of interest on any Loan or any reimbursement obligation in respect of any Letter of Credit (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrower to pay interest at the Default Rate or other amount (B) to amend any Financial Covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;107
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 1 contract
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or NoteLoan;
(iiiii) waive, reduce or postpone any scheduled repayment amortization payment (but not any voluntary or mandatory prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;Loan;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or (including any premium or other amount prepayment fee) payable hereunder;
(v) extend , or waive or postpone the time for payment of any such interest or feesfee (including any prepayment fee);
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c10.5(d) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viiivii) waive, amend or modify the definition of the term “Requisite Lenders” or the term “Pro Rata Share”” and the provisions of Section 2.17 in a manner that would by its terms alter the pro rata sharing of payments required thereby; providedprovided that additional extensions of credit made pursuant to Sections 2.24, 2.25 and 2.26 shall be included, and with the consent of the Requisite Lenders, Lenders other additional extensions of credit pursuant hereto may be included included, in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;; or
(ixviii) release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors from the Guaranty Obligations Guarantee (or limit liability of all or substantially all the Guarantors in respect of the Obligations Guarantee), in each case except as expressly provided in the Credit Documents; or
(xDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) consent or any other section of the Bankruptcy Code or other applicable law or any other sale or other disposition of assets in connection with an enforcement action with respect to the assignment Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or transfer other modification of the type of obligations secured by any Credit Party the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of any the Collateral from the Liens of its rights the Collateral Documents or a release or limitation of the Obligations Guarantee and obligations under any Credit Document(B) an amendment or other modification of Section 6.8 shall only require the consent of the Requisite Lenders); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any waiver, amendment or other modification, or any consent, described in the preceding clauses (viivi), (viii), (ixvii) and (xviii).
Appears in 1 contract
Samples: Term Credit and Guaranty Agreement (QualTek Services Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
: (i) extend the scheduled final maturity of any Loan or Note;
; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
; (iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
; (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
; (v) extend the time for payment of any such interest or fees;
; (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
; (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders;
; (viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
or (x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, but subject to Section 3.1(h), no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) increase or extend the scheduled final maturity Commitment of any Loan Lender (or Notereinstate any Commitment terminated pursuant to Section 9.2);
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment), alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable, or amend, modify or waive any provision of Section 2.14, Section 11.5(g) or any other provision of this Agreement to allow the Loan Parties to repay or purchase Loans or terminate Commitments, in each case, on a non-pro rata basis other than as expressly set forth herein on the Closing Date;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrower to pay interest at the Default Rate or other amount (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the Commitments or the aggregate outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Loan Documents; or;
(x) consent to the assignment or transfer by any Credit Party the Borrower of any of its rights and obligations under any Credit DocumentLoan Document (except pursuant to a transaction permitted hereunder); provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to or
(xi) waive any amendment described condition set forth in clauses (vii), (viii), (ix) and (x)Section 5.2.
Appears in 1 contract
Samples: Credit Agreement (AdaptHealth Corp.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Term Loan or NoteTerm Loan Note of such Lender;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Term Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) such Lender or any fee or any premium or other amount payable hereunder;
(viii) extend the time for payment of any such interest or feesfees to such Lender;
(viiv) reduce the principal amount of any Term Loan or any reimbursement obligation in respect of any Letter of Creditsuch Lender;
(viiv) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders);
(viiivi) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ixvii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; orGuaranty;
(xviii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for or
(ix) extend the avoidance Term Loan Commitment of doubtsuch Lender.
(x) amend, all Lenders shall be deemed directly affected thereby modify, terminate or waive any provision of Section 4.12 or Section 2.11 or any other provision in the Credit Documents relating to the pro rata sharing of payments made with respect to the Obligations; or
(xi) amend, modify, terminate or waive any amendment described provision of this Agreement or any other Credit Document that has the effect of subordinating the Obligations in clauses right of payment to any other Indebtedness, liabilities or any other obligations of any Credit party or subordinating the Liens on any of the Collateral securing the Obligations to any other Liens on the Collateral (vii), (viii), (ix) and (xit being understood that there shall be no other Liens on the Collateral).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (21st Century Oncology Holdings, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders);
(viiivii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ixviii) release or otherwise subordinate all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or;
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and ;
(x)) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date; or
(xi) reduce any reimbursement obligation in respect of any Letter of Credit.
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment), or postpone the Maturity Date;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunderhereunder or under any of the other Credit Documents;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or Section 10.6(a);
(vii) amend the definition of "Requisite Lenders" or "Pro Rata Share" or make any other provision change which would have the effect of this Agreement that causing any Lender to receive less than its Pro Rata Share of any payment except as expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenderscontemplated hereunder;
(viii) amend the definition of “Requisite Lenders” release or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release otherwise subordinate all or substantially all any substantial part of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or;
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document, which assignment or transfer is not expressly permitted hereunder; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and or
(x)) change or waive any provision of the Credit Documents which expressly requires the consent or concurrence of all Lenders.
Appears in 1 contract
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Loan;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend , or waive or postpone the time for payment of any such interest interest, fee or feespremium;
(viiv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viiv) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viiivi) amend the percentage specified in the definition of the term “Requisite Lenders” or amend the term “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ixvii) amend Section 2.17 of this Agreement in a manner that would alter the pro rata sharing of payments required thereby; or
(viii) release all or substantially all the Guarantors from the Obligations Guarantee (or limit liability of the Collateral or all or substantially all the Guarantors in respect of the Guarantors from the Guaranty Obligations Guarantee), except as expressly provided in the Credit Documents; or
Documents (xit being understood that (A) an amendment or other modification of the type of obligations Guaranteed hereunder shall not be deemed to be a release or limitation of the Obligations Guarantee and (B) an amendment or other modification of Section 6.4 shall only require the consent to of the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit DocumentRequisite Lenders); provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any waiver, amendment or other modification, or any consent, described in the preceding clauses (viiv), (viii), (ixvi) and (xviii).
Appears in 1 contract
Samples: 364 Day Bridge Credit and Guaranty Agreement (Entegris Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend amend, modify, terminate or waive any provision of Section 2.14(a) through Section 2.14(e) (or any defined terms used therein or the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Dateconstituent definitions thereof);
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest interest, fees or feespremium;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or;
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(xi) amend or waive any provision of Section 6.3 (or release, or consent to the release, of any security interest granted thereunder); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix), (x) and (xxi).
Appears in 1 contract
Samples: Bridge Credit and Guaranty Agreement (Leonardo DRS, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or NoteRevolving Commitment Termination Date;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable;
(iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
(iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or premium payable hereunder; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any premium obligation of the Borrowers to pay interest at the Default Rate or other amount (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersRevolving Commitment Percentage” or “Pro Rata Share” on substantially modify the same basis as amount of the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement DateCommitment of any Lender;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors Borrowers from the Guaranty their obligations hereunder, in each case, except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party Borrower of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect Document (except pursuant to any amendment described in clauses (vii), (viii), (ix) and (xa transaction permitted hereunder).
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
: (i) extend the scheduled final maturity of any Loan or Note;
Revolving Commitment Termination Date; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
) or alter the required application of any payment pursuant to Section 2.13(d) or any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable; (iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
; (iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or any premium or other amount payable hereunder;
; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (v) extend the time for payment of any such interest or fees;
; (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
; (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders;
required; (viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders” or “Pro Rata ShareTerm Loan A Commitment Percentage”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersFourth Amendment Replacement Term Loan Commitment Percentage” or “Pro Rata ShareRevolving Commitment Percentage” on substantially or modify the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all amount of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party Commitment of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).Lender;
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender except as provided in clause (a)(iii) above) that would be directly affected thereby, but subject to Section 3.1(h), no amendment, modification, termination, or consent shall be effective if the effect thereof would:
: (i) extend the scheduled final maturity of any Loan or Note;
Revolving Commitment Termination Date; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
) or alter the required application of any prepayment pursuant to Section 2.12 or the application of funds pursuant to Section 9.3, as applicable; (iii) extend the stated expiration date of any Letter of Credit Credit, beyond the Revolving Commitment Termination Date;
; (iv) reduce the principal of or the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan imposition of the Default Rate pursuant to Section 2.102.9) or any fee or any premium or other amount payable hereunder;
; provided that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; (v) extend the time for payment of any such interest or fees;
; (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
; (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), 11.4(b) or Section 10.5(c11.4(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders;
required; (viii) change the percentage of the outstanding principal amount of Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Required Lenders,” “Revolving Commitment Percentage,” “Term Loan A Commitment Percentage,” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite LendersTerm Loan Commitment Percentage” or “Pro Rata Share” on substantially modify the same basis as amount of the Revolving Commitment, Term Loan Commitments, the A Commitment or Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party Loan Commitment of any of its rights and obligations under any Credit DocumentLender; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).118 130164155_5
Appears in 1 contract
Samples: Credit Agreement (Ebix Inc)
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default, and no making of a Protective Advance or Out-of-Formula Loan as contemplated hereby, shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or NoteLoan;
(iiiii) extend the scheduled expiration date of any Letter of Credit (other than any Collateralized Letter of Credit or Post-Term Letter of Credit) beyond the Maturity Date;
(iv) waive, reduce or postpone any scheduled repayment payment (but not any voluntary prepayment)) of any Loan;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(ivv) reduce the rate of interest on any Loan or any fee payable hereunder (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) 2.10 or any fee change in the definition, or in any premium component of, the terms “Quarterly Average Facility Utilization” or other amount payable hereunder;
(v) extend “Quarterly Average Excess Availability”), or waive or postpone the time for payment of any such interest or feesfee (including any prepayment fee);
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 1 contract
Samples: Debtor in Possession Abl Credit and Guaranty Agreement (QualTek Services Inc.)
Affected Lenders’ Consent. Without In addition to any consent required pursuant to Section 10.5(a), without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration date of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or NoteLoan;
(iiiii) waive, reduce or postpone any scheduled repayment amortization payment (but not any voluntary or mandatory prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination DateLoan;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or (including any premium or other amount prepayment fee) payable hereunder;
(v) extend , or waive or postpone the time for payment of any such interest or feesfee (including any prepayment fee);
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c10.5(d) or any other provision of this Agreement or any other Credit Document that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or to make any determination or grant any consent thereunder (including such provision set forth in Section 10.6(a));
(viiivii) waive, amend or modify the definition of the term “Requisite Lenders” or the term “Pro Rata Share”” and the provisions of Section 2.17 in a manner that would by its terms alter the pro rata sharing of payments required thereby; providedprovided that additional extensions of credit made pursuant to Sections 2.24, 2.25 and 2.26 shall be included, and with the consent of the Requisite Lenders, Lenders other additional extensions of credit pursuant hereto may be included included, in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;; or
(ixviii) release all or substantially all the Collateral from the Liens of the Collateral Documents, or all or substantially all of the Guarantors from the Guaranty Obligations Guarantee (or limit liability of all or substantially all the Guarantors in respect of the Obligations Guarantee), in each case except as expressly provided in the Credit Documents; or
(xDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) consent or any other section of the Bankruptcy Code or other applicable law or any other sale or other disposition of assets in connection with an enforcement action with respect to the assignment Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be required for such release) (it being understood that (A) an amendment or transfer other modification of the type of obligations secured by any Credit Party the Collateral Documents or Guaranteed hereunder or thereunder shall not be deemed to be a release of any the Collateral from the Liens of its rights the Collateral Documents or a release or limitation of the Obligations Guarantee and obligations under any Credit Document(B) an amendment or other modification of Section 6.8 shall only require the consent of the Requisite Lenders); provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any waiver, amendment or other modification, or any consent, described in the preceding clauses (viivi), (viii), (ixvii) and (xviii).
Appears in 1 contract
Samples: Term Credit and Guaranty Agreement (QualTek Services Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend or the stated expiration date of any Letter of Credit beyond Tranche A Revolving Commitment Termination Date or the Tranche B Revolving Commitment Termination Date;
(iviii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Senior Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunderhereunder or under any of the other Credit Documents;
(viv) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(viiv) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 10.6(a);
(viiivi) amend the definition of “Requisite Lenders” "REQUISITE LENDERS" or “Pro Rata Share”"PRO RATA SHARE"; providedPROVIDED, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination definition of “Requisite Lenders” "REQUISITE LENDERS" or “Pro Rata Share” "PRO RATA SHARE" on substantially the same basis as the Term Loan Revolving Commitments, the Revolving Loans and Delayed Draw Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Effective Date;
(ixvii) release or otherwise subordinate all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or;
(xviii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).. 128
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Focal Communications Corp)
Affected Lenders’ Consent. Without the written consent of Borrower and each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Term Loan or NoteNote (it being understood that a waiver of any Default or mandatory prepayment shall not constitute an extension of any Term Loan or Note of any Lender);
(ii) waive, reduce or postpone any scheduled repayment (but it being understood that the waiver of any condition precedent set forth in Section 3.1 or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not prepaymentconstitute a postponement of any date scheduled for the payment of principal);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Term Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or feesfees (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of interest);
(v) extend or increase the Commitment of any Lender;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditTerm Loan;
(vii) subject to Section 10.6(j)(iii), consent to any amendment, modification, termination or waiver of any provision of the AON Insurance Policy, provided that Borrower approval of any such amendment, modification, termination or waiver shall only be required if the same affects any portion of the aggregate amount of the premium paid to the insurers or their agent in respect of the AON Insurance Policy, including any related rebate of unearned premium payable to Borrower, and no Borrower consent shall otherwise be required with respect to this clause (vii);
(viii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders);
(viiiix) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata Share” on substantially or change the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement DateLender consent standard for any provision requiring Required Lender consent to a standard that is less than Required Lenders;
(ixx) release all or substantially all of the Collateral or all or substantially all of the Guarantors release any Guarantor from the Guaranty except as expressly provided in the Credit Loan Documents;
(xi) subordinate any of the Obligations or any Lien created by this Agreement or any other Loan Document; or
(xxii) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendmentwaiver, modification, terminationamendment or other modification of this Agreement or any other Credit Document, or any consent to any departure by any Credit Party therefrom, shall be effective if the effect thereof wouldwould be to:
(i) increase any Commitment or postpone the scheduled expiration of any Commitment (it being understood that no waiver, amendment or other modification of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender);
(ii) extend the scheduled final maturity date of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Loan;
(iii) extend waive or postpone the stated expiration date payment of interest on any Letter of Credit beyond the Revolving Commitment Termination DateLoan or any fee payable hereunder;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.07) or any fee or any premium or other amount payable hereunder;
(v) extend the time for payment of any such interest or fees;
(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amendwaive, modify, terminate amend or waive otherwise modify any provision of Section 2.13(b)(iii), 9.05(a) or this Section 10.5(b), Section 10.5(c9.05(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required to waive, amend or for the pro rata treatment among Lendersotherwise modify any rights thereunder or make any determination or grant any consent thereunder;
(viiivii) amend the definition of term “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or term “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Dateor Section 2.12(c) or 2.13;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Guarantors from the Guaranty Guarantee under the Guarantee Agreement (except as expressly provided in the Credit Documents); or
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to by any amendment matter described in clauses (vi), (vii), (viii), (ix) and (xix).
Appears in 1 contract
Samples: Credit Agreement (Facebook Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend amend the scheduled final maturity definition of any Loan or Note“Maturity Date;”
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)Installment;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.7) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest interest, fees or feespremium;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditLoan;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viiivii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided;” provided that, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Term Loans are included on the Second Restatement Amendment Effective Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit DocumentsDocuments and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii), Section 1129(b)(2)(a)(iii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be needed for such release); or
(xix) consent to the assignment or transfer by (1) any Credit Party (other than Holdings or, Borrower or the Revolver Borrower) to any Person that is not Holdings or a Subsidiary of Holdings or (2) Holdings or, Borrower or the Revolver Borrower to any Person of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and or
(x).) reduce the principal amount of any reimbursement obligation in respect of letters of credit issued under the Incremental Revolving Commitments or extend the stated expiration date of any such letter of credit beyond the Maturity Date specified in the Incremental Agreement;
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)) of principal;
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;[reserved]; NY\6180200.13
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder (it being understood that any change to the definition of Net Leverage Ratio or other amount payable hereunderin the component definitions thereof shall not constitute a reduction in the rate of interest); provided, further, that only the consent of the Required Lenders shall be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of any Borrower to pay interest at the Default Rate;
(v) waive or extend the time for payment of any such interest interest, fees or feespremiums, it being understood that only the consent of the Required Lenders shall be necessary to rescind an acceleration of Obligations after acceleration thereof pursuant to Section 8.01 hereof;
(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation Obligation in respect of any Letter of Credit;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.13(b)(ii), Section 2.13(c)(i) to the extent relating to the requirement to make Offers to all Lenders in a Class, Section 2.15 (except to the extent provided for in Section 10.05(c)(iii)), Section 2.16(c), Section 2.17, this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lendersrequired;
(viii) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document except as expressly provided in any Loan Document;
(ix) amend the definition of “Requisite Required Lenders” or amend Section 10.05(a) in a manner that has the same effect as an amendment to such definition or the definition of “Pro Rata Share”; provided, provided that with the consent of Requisite Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ixx) release all or substantially all of the Collateral or all or substantially all of the Guarantors (by value) from the Guaranty except as expressly provided in the Credit Documents; orLoan Documents or any Intercreditor Agreement;
(xxi) consent amend or modify any provision of Section 10.06 in a manner that further restricts assignments thereunder;
(xii) amend or modify any Intercreditor Agreement in a manner that would adversely affect the priority of the Liens of the Collateral Agent or the Subordination of any Indebtedness to the assignment Obligations; or transfer by NY\6180200.13
(xiii) change the stated currency in which any Credit Party Borrower is required to make payments of any of its rights and obligations principal, interest, fees or other amounts hereunder or under any Credit other Loan Document; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (vii), (viii), (ix), (x) and (xxii).
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Term Loan or NoteTerm Loan Note or amend or modify the definition of “Tranche A-1 Term Loan Maturity Date,” “Tranche A-2 Term Loan Maturity Date,” “Tranche A-3 Term Loan Maturity Date,” “Tranche A-4 Term Loan Maturity Date,” or “Tranche B Term Loan Maturity Date”;
(ii) waive, reduce or postpone any scheduled principal repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest or premium (including any prepayment or repricing premium) on any Term Loan (other than any waiver of any increase in the interest rate applicable to any Term Loan pursuant to Section 2.102.5) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest (other than default interest) or fees;
(viv) reduce the principal amount of any Loan Term Loan;
(vi) amend, modify, terminate or waive any reimbursement obligation in respect provision of any Letter of Creditthis Section 10.5(a), 10.5(b) or Section 10.5(c);
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii)2.12, this the proviso in Section 10.5(b2.13(a), Section 10.5(c2.13(h) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 2.14;
(viii) (x) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with ” or (y) amend or modify the consent of Requisite Lenders, Credit Documents to add new or additional extensions of credit pursuant hereto may be included in to the determination of “Requisite Lenders” Credit Parties or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Dateany other Person;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document (except as a result of a transaction permitted by the terms of this Agreement);
(xi) increase the Term Loan Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Term Loan Commitment of any Lender);
(xii) subordinate in right of payment any of the Obligations, or subordinate the lien on any of the Collateral securing the Obligations;
(xiii) waive or otherwise make any less restrictive, the definition of Eligible Assignee, or otherwise consent to any sale, transfer, or assignment of, or any participation with respect to, any of the Obligations to any Credit Party (or any Affiliate of any Credit Party, including any of the Permitted Holders), or any Person owning or controlling any Indebtedness of any Credit Party other than the Obligations;
(xiv) amend, modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising under the Credit Documents or the definition of “Obligations,” or “Secured Obligations” (as defined in any applicable Collateral Document) in each case in a manner adverse to any Lender with Obligations then outstanding without the written consent of any such Lender; provided that that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (viivi), (viii), (ix) and (x).
Appears in 1 contract
Samples: Credit Agreement (AMC Networks Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender, except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms disproportionately affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment Installment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.102.1(c)(i) or 2.9) or any fee or any premium or other amount payable hereunder; provided that modifications to definitions used in the calculation of Consolidated Leverage Ratio shall not be deemed to be a reduction of the rate of interest or fees;
(v) extend the time for payment of any such interest or fees;
(vi) reduce (other than by payment) or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditReimbursement Obligation;
(vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.16, 9.5(a), this Section 10.5(b9.5(b), Section 10.5(c) 9.5(c), or any other provision Section 6.4 of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersGuaranty and Collateral Agreement;
(viii) amend the percentage set forth in the definition of “Requisite Lenders” or “Pro Rata Share”; providedprovided that, with the consent of Requisite Lenders, additional extensions of credit approved by Requisite Lenders or permitted to be incurred pursuant hereto to Section 2.1(c)(i), 6.2(f) or 6.2(j), may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans Loans, as the case may be, are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty and Collateral Agreement except as expressly provided in the Credit Loan Documents; or
(x) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
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Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Revolving Loan or Revolving Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Revolving Loan (other than any waiver of any increase in the interest rate applicable to any Revolving Loan pursuant to Section 2.102.8) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of CreditRevolving Loan;
(viivi) (x) amend the definition of “Class A Borrowing Base” or “Class B Borrowing Base” or (y) amend, modify, terminate or waive Section 2.12, Section 2.13 or Section 2.14 or any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c9.5(b) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among LendersSection 9.5(c);
(viiivii) amend the definition of “Requisite Lenders”, “Requisite Class A Revolving Lenders,” or “Requisite Class B Revolving Lenders,” “Class A Revolving Exposure,” “Class B Revolving Exposure,” “Committed Lender Pro Rata Share,” “Pro Rata Share”,” “Applicable Class A Advance Rate,” “Applicable Class B Advance Rate,” “Class A Revolving Availability,” “Class B “Revolving Availability” or any definition used therein; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
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Affected Lenders’ Consent. Without the written consent of each Lender (other than in the case of clause (viii) below, any Equity Investor and its Affiliates and Related Funds) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not which term shall in no event include any prepayment);
(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;
(iv) reduce the rate of interest on any Loan of such Lender (other than any amendment to the definition of “Default Rate” or waiver of an Event of Default, Default or default interest (which may be affected by consent of the Requisite Lenders) and any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder;
(viv) extend the time for payment of any such interest or fees;
(viv) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;
(viivi) amend, modify, terminate or waive any provision of Section 2.13(b)(iii2.16(c), Section 2.17, this Section 10.5(b), ) or Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders);
(viiivii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Second Restatement Closing Date;
(ixviii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or
(xix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Aurora Diagnostics Holdings LLC)