Affected Lenders’ Consent. Without the written consent of each Lender that would be 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) 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 2.9) or any fee payable hereunder; (iv) extend the time for payment of any such interest or fees; (v) reduce or forgive the principal amount of any Loan; (vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement; (vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; (viii) 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; (ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or (x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be affected therebythereby (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), or alter the required application of any prepayment pursuant to Section 2.15, as applicable;
(iii) 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 pursuant to Section 2.92.10) or any fee or premium payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(viivi) change the percentage of the outstanding principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Lenders” or “Pro Rata Share”, or modify the amount of the Commitment of any Lender;
(viiivii) release all or substantially all any portion of the Collateral or all or substantially all any of the Guarantors Guarantor Subsidiaries from the Guaranty Guaranty, or subordinate any of the Collateral Agent’s Liens, in each case, except as expressly provided in the Credit Documents;; or
(ixviii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so , except as to permit intervals provided in excess of six (6) monthsSection 10.6.
Appears in 4 contracts
Samples: Third Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Second Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), First Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) increases in, or extensions of, the Term Loan Commitments of such Lender,
(ii) extend the scheduled final maturity of any Loan or any Term Note;,
(iiiii) waive, reduce reduce, or postpone any scheduled repayment (but not prepayment);,
(iiiiv) 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 2.92.09) or any fee fees or premiums payable hereunder;hereunder or under the Fee Letter,
(ivv) extend the time for payment of any such principal or interest on any loan or fees;fees or premiums payable hereunder or under the Fee Letter,
(vvi) reduce or forgive the principal amount of any Loan;, or
(vivii) amend, modify, terminate terminate, or waive (A) any pro rata sharing, payment, or setoff provision of any Loan Document (including, without limitation, Section 2.16 of this Section 10.5(bAgreement) or (B) any other provision of a Loan Document (including, without limitation, Sections 2.11 and 2.14(a) of this Agreement), Section 10.5(cin each case, in a manner that would alter (or have the effect of altering) or Section 2.16 hereofthe pro rata allocation among the Lenders of any payments, disbursements, or Section 7.2 of the Pledge and Security Agreement;
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viii) 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;
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.setoffs,
Appears in 3 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Franchise Group, Inc.), Subordination Agreement (Franchise Group, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) increases in, or extensions of, the Term Loan Commitments of such Lender,
(ii) extend the scheduled final maturity of any Loan or any Term Note;,
(iiiii) waive, reduce reduce, or postpone any scheduled repayment (but not prepayment);,
(iiiiv) 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 2.92.09) or any fee fees or premiums payable hereunder;hereunder or under the Fee Letter,
(ivv) extend the time for payment of any such principal or interest on any loan or fees;fees or premiums payable hereunder or under the Fee Letter,
(vvi) reduce or forgive the principal amount of any Loan;, or
(vivii) amend, modify, terminate terminate, or waive (A) any pro rata sharing, payment, or setoff provision of any Loan Document (including, without limitation, Section 2.16 of this Agreement) or (B) any other provision of a Loan Document (including, without limitation, Section 10.5(b2.14(a) of this Agreement), Section 10.5(cin each case, in a manner that would alter (or have the effect of altering) or Section 2.16 hereofthe pro rata allocation among the Lenders of any payments, disbursements, or Section 7.2 of the Pledge and Security Agreement;
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viii) 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;
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.setoffs,
Appears in 3 contracts
Samples: Abl Credit Agreement (B. Riley Financial, Inc.), Abl Credit Agreement (Franchise Group, Inc.), Abl Credit Agreement (Franchise Group, Inc.)
Affected Lenders’ Consent. Without the written consent of the Requisite Lenders and each Lender (other than a Defaulting Lender) that would be 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 Maturity 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 2.9) or any fee payable hereunder;
(ivv) extend the time for payment of any such interest or fees;
(vvi) reduce or forgive the principal amount of any LoanLoan or any reimbursement obligation in respect of any Letter of Credit;
(vivii) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof10.5(c), or Section 7.2 of the Pledge and Security Agreement, or change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared;
(viiviii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viiiix) 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
(ixx) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be 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 Term Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepaymentprepayments which shall be subject to SECTION 2.11(b));
(iii) 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 2.9SECTION 2.7) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Term Loan;
(vi) amend, modify, terminate or waive any provision of this Section SECTION 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security AgreementSECTION 10.5(c);
(vii) amend the definition of “"REQUISITE LENDERS" or "PRO RATA SHARE"; provided, with the consent of Administrative Agent and the Requisite Lenders” or “Pro Rata Share”;
(viii) release all or substantially all , additional extensions of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided credit pursuant hereto may be included in the Credit Documentsdetermination of "REQUISITE LENDERS" or "PRO RATA SHARE" on substantially the same basis as the Term Loan Commitments and the Term Loans are included on the Closing Date;
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Taleo Corp), Credit and Guaranty Agreement (Taleo Corp)
Affected Lenders’ Consent. Without Subject to Sections 2.14(a)(ii), 2.19(b), and 10.05(f), 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 Noteprincipal of any Loan;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) reduce the rate of interest on any Loan (other than as a result of any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.92.07) or any fee payable to any Lender hereunder;
(iv) extend the time for payment of any such interest or feesfees payable to any Lender hereunder;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b10.05(b), Section 10.5(c10.05(c) or Section 2.16 hereof, or Section 7.2 any other provision of this Agreement that expressly provides that the Pledge and Security Agreementconsent of all Lenders is required;
(vii) 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 Initial Loans are included on the Closing Date; or
(viii) 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;
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 2 contracts
Samples: Governance Agreement (Och-Ziff Capital Management Group LLC), Senior Subordinated Term Loan and Guaranty Agreement (Och-Ziff Capital Management Group LLC)
Affected Lenders’ Consent. Without the written consent of each Lender that would be affected therebythereby (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), or alter the required application of any prepayment pursuant to Section 2.15, as applicable;
(iii) 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 pursuant to Section 2.92.10) or any fee or premium payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 any other provision of this Agreement that expressly provides that the Pledge and Security Agreementconsent of all Lenders is required;
(viivi) change the percentage of the outstanding principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder or amend the definition of “Requisite Lenders” or “Pro Rata Share”, or modify the amount of the Commitment of any Lender;
(viiivii) release all or substantially all of the Collateral or all any material Guarantor Subsidiary from the Guaranty, or substantially all subordinate any of the Guarantors from the Guaranty Collateral Agent’s Liens, in each case, except as expressly provided in the Credit Documents;; or
(ixviii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so , except as to permit intervals provided in excess of six (6) monthsSection 10.6.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Credit and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender that would be 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) reduce the rate of interest or premium on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.92.22) or any fee payable hereunderhereunder or change the cash pay nature of any such interest;
(iv) extend the time for payment of any such interest interest, premium or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c10.04(b) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.04(c);
(vii) amend amend, directly or indirectly, the definition of “Requisite Lenders” or “Pro Rata Share”” (or any other defined terms used to define 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 Commitments and the Loans are included on the Closing Date;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors or all or substantially all of the value of the Guaranty from the Guaranty except as expressly provided in the Credit Loan Documents;; or
(ix) consent to the assignment or transfer by any Credit Party waive an Event of any of its rights and obligations Default under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) monthsSection 8.01(a).
Appears in 1 contract
Samples: Second Lien Credit and Guaranty Agreement (Paramount Acquisition 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 Loan or Note, or grant any forbearance or similar accommodation that would preclude such Lender from being able to enforce repayment of its Loan at scheduled final maturity;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) 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 2.92.6 or waiver of any Event of Default or Default) or any fee payable hereunderhereunder or under the Fee Letter;
(iii) reduce the principal amount of such Lender’s Loan;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c10.4(b) or Section 2.16 hereof10.4(a), 10.4(c), or Section 7.2 of the Pledge and Security Agreement10.4(d);
(viiv) amend the definition of “Requisite Required Lenders” or “Pro Rata Share”;; or
(viiivi) release all or substantially all of the Collateral (other than assets sales permitted by Section 6.5 and use of cash collateral pursuant to the Cash Collateral Orders) or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Loan Documents;
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender that would be 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) reduce the premium, or reduce the rate of interest on any Loan Note (other than any waiver of any increase in the interest rate applicable to any Loan pursuant Note to Section 2.9the Default Rate) or any fee payable hereunderhereunder or change the cash pay nature of any such interest;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this of, Section 10.5(b9.08(e), Section 10.5(c) or Section 2.16 hereof12.03(b), or Section 7.2 any other provision of this Agreement that expressly provides that the Pledge and Security Agreementconsent of all Lenders is required;
(viivi) amend amend, directly or indirectly, the definition of “Requisite Lenders” (or “Pro Rata Share”any other defined terms used to define such term);
(viiivii) release all or substantially all of the Collateral Guarantors or all or substantially all of the Guarantors value of the Guaranty from the Guaranty except as expressly provided in the Credit Loan Documents;
(ixviii) 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 Section 6.09;
(ix) increase the aggregate principal amount of the Notes issued hereunder by the issuance of additional Notes (other than as a result of Capitalized Interest) at any time after the Closing Date;
(x) reduce the principal amount of the Notes; or
(xxi) modify further subordinate the term “Interest Period” so as to permit intervals in excess of six (6) monthsNotes.
Appears in 1 contract
Samples: Purchase Agreement (Prommis Solutions Holding 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 Loan or Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) 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 2.9) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(viivi) amend the definition of “Eligible Assignee”, “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 Closing Date Term Loans and the Restatement Date Term Loans are included on the Restatement Date; provided, further, it is agreed that any change to the definition of the “Eligible Assignee” shall be deemed to affect each Lender;
(viiivii) release or 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
(ixviii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Speed Commerce, 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 Loan Note; provided that only the consent of Requisite Lenders will be required for a waiver of any Conversion Default or any of the conditions set forth in Section 2.2;
(ii) waive, reduce waive any mandatory prepayment required by Sections 2.12(b) or postpone any scheduled repayment (but not prepayment2.12(c);
(iii) amend, change or otherwise alter the subordination provisions contained in this Agreement in a manner that would adversely affect the Lenders;
(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 2.9) or any fee payable hereunder;
(ivv) extend the time for payment of any such interest or fees;
(vvi) reduce or forgive the principal amount of any Loan;
(vivii) amend, modify, terminate or waive any provision of this Section 10.5(b11.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement;
(viiviii) amend the definition of “Requisite Lenders” "REQUISITE LENDERS" or “Pro Rata Share”"PRO RATA SHARE";
(viiiix) 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
(ixx) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Senior Subordinated Credit and Guaranty Agreement (Bill Barrett Corp)
Affected Lenders’ Consent. Without the written consent of each Lender that would be 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 Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment)repayment;
(iii) 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 2.9) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Term Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c9.5(b) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement9.5(c);
(vii) amend the definition of “Lead Agents”, “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of the 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 and the Term Loans are included on the Closing Date;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors Guarantor from the Guaranty Limited Guaranty, except as expressly provided in the Credit Documents;; or
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender that would be 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 Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) make any Loan payable in money other than Dollars;
(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 2.92.10) or any fee or any premium payable hereunder;
(ivv) extend the time for payment of any such interest or fees;
(vvi) reduce or forgive the principal amount of any Loan;
(vivii) amend, modify, terminate or waive any provision of Section 2.13, Section 8.2, this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 any other provision of this Agreement that expressly provides that the Pledge and Security Agreementconsent of all Lenders is required;
(viiviii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viiiix) 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
(ixx) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
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 NoteLoan;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) 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 2.92.10) or any fee or any premium payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 any other provision of this Agreement that expressly provides that the Pledge and Security Agreementconsent of all Lenders is required;
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viii) 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
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
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) modify the term “Interest Period” so as to permit intervals in excess of six (6) months).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be 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 NoteNote of such Lender;
(iiB) waive, reduce or postpone any scheduled repayment (but not prepayment)due such Lender;
(iiiC) reduce the rate of interest on any Loan of such Lender (other than any amendment to the definition of “Default Rate,” which change may be effected by consent of the Required Lenders, and any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.92.6) or any fee payable hereunder;
(ivD) extend the time for payment of any such interest or feesfees to such Lender;
(v) reduce or forgive the principal amount of any Loan;
(viE) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(viiF) amend the definition of “Requisite Required Lenders” or “Pro Rata Share”;
(viiiG) release all or substantially all any of the Collateral not permitted to be transferred pursuant to Section 6.7 or all or substantially all any of the Guarantors from the Guaranty Agreement or the Pledge and Security Agreement, except as expressly provided in the Credit Documents;; or
(ixH) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Credit Agreement (Energy & Exploration Partners, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be 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 Loan 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 2.92.10) or any fee payable hereunder;
(ivv) extend the time for payment of any such interest or fees;
(vvi) reduce or forgive the principal amount of any LoanLoan or any reimbursement obligation in respect of any Letter of Credit;
(vivii) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement;
(viiviii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viiiix) 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
(ixx) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender that would be 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 Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) 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 2.92.77) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(vii) amend the definition of “Requisite "Required Lenders” " or “"Pro Rata Share”" or change the Lender consent standard for any provision requiring Required Lender consent to a standard that is less than Required Lenders;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors any Guarantor from the Guaranty except as in connection with a transaction (or to the extent as) expressly provided permitted in the Credit Loan Documents;
(ix) other than as contemplated by Section 9.5(c), subordinate any of the Obligations or any Lien created by this Agreement or any other Loan Document; 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; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:
(i) extend the scheduled final maturity of any portion of the Term Loan or any Note;
(ii) waive, reduce or postpone any scheduled or required repayment (but not prepaymentincluding any prepayment required in connection with [***]);
(iii) reduce the rate of interest on any portion of the Term Loan (other than any waiver of any increase in the interest rate applicable to any portion of the Term Loan pursuant to Section 2.92.8) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of the Term Loan or any Loanportion thereof;
(vi) amend, modify, terminate or waive any provision of Section 2.3, Section 2.11(b), Section 2.14(c), Section 2.14(h), Section 2.15, Section 10.5(a), this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(vii) amend the definition of “Requisite Eligible Assignee”, “Required Lenders” or “Pro Rata Share”;
(viii) 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;), release the Company, or subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Agents and the Lenders; or
(ix) consent to the assignment or transfer by any Credit Loan Party of any of its rights and obligations under any Credit Loan Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, terminationtermination of, or any consent to departure from, any of the Credit Documents (other than the Fee Letter) 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) 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 2.9) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(vii) 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 Restatement Date;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors Credit Parties from the Guaranty except as expressly provided in the Credit Documents;; or
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Meridian Waste Solutions, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, terminationtermination of, or any consent to departure from, any of the Credit Documents (other than the Fee Letter) 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) 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 2.9) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(vii) 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 and the Term Loans are included on the Restatement Date;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors Credit Parties from the Guaranty except as expressly provided in the Credit Documents;; or
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Meridian Waste Solutions, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be 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 Installment or other 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 2.92.10) or any fee payable hereunder;
(ivv) extend the time for payment of any such interest or fees;
(vvi) reduce or forgive the principal amount of any LoanLoan or any reimbursement obligation in respect of any Letter of Credit;
(vivii) amend, modify, terminate or waive any provision of Section 2.17, this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(viiviii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viiiix) 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
(ixx) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Reprographics CO)
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 interest payment, fee or principal repayment (but not prepayment);
(iii) 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 2.92.8) or any fee payable hereunder;
(iv) extend the time for payment of any such interest (other than default interest) or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(vii) amend, modify, terminate or waive any provision of Section 2.14(i) or Section 2.15;
(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viiiix) release release, or subordinate Collateral Agent’s Lien on, 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
(ixx) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
Document (x) modify except as a result of a transaction permitted by the term “Interest Period” so as to permit intervals in excess terms of six (6) monthsthis Agreement).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (AvidXchange Holdings, Inc.)
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be 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 2.92.10) or any fee payable hereunder;
(ivv) extend the time for payment of any such interest or fees;
(vvi) reduce or forgive the principal amount of any LoanLoan or any reimbursement obligation in respect of any Letter of Credit;
(vivii) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof10.5(c);
(viii) amend the definition of "Requisite Lenders" or "Pro Rata Share" or any requirements herein or in any of the other Loan Documents for ratable or Pro Rata treatment of the Lenders, including without limitation Section 2.16(c) or Section 2.17 hereof and Section 7.2 of the Pledge and Security Agreement;
(vii) amend ; provided, with the definition consent of “Requisite Lenders” or “Pro Rata Share”;
(viii) release all or substantially all , additional extensions of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents;
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.credit pursuant hereto may be 105
Appears in 1 contract
Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be 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 extend any scheduled repayment (but not prepayment);
(iii) 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 2.92.7) or any fee or any premium payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Revolving Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 any other provision of this Agreement that expressly provides that the Pledge and Security Agreementconsent of all Lenders is required;
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;
(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in (a) the Credit Documents;Documents or (b) the Collateral Agency Agreement; or
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Movie Gallery Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be 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)repayment;
(iii) 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 2.92.7) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(viA) amend the definition of “Borrowing Base” in a manner that increases the Revolving Availability to the Borrower or (B) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c9.5(b) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement9.5(c);
(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of the 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 Revolving Commitments and the Loans are included on the Closing Date;
(viii) release all or substantially all of the Collateral or all or substantially all of Collateral, the Guarantors Guarantor from the Guaranty Limited Guaranty, except as expressly provided in the Credit Documents;; or
(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Revolving Credit Agreement (Consumer Portfolio Services Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be 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) [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 2.9) or any fee or any premium payable hereunder;
(ivv) extend the time for payment of any such interest or fees;
(vvi) reduce or forgive the principal amount of any Loan;
(vivii) amend, modify, terminate or waive any provision of this amend Section 10.5(b), Section 10.5(c) 2.16 or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement2.24;
(viiviii) amend this Section 10.5 or the definition of “Requisite Lenders,” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, as applicable, 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 and the Initial Term Loan are included on the Closing Date;
(viiiix) release all or substantially all of the Collateral or all or substantially all of the Guarantors any Guarantor (other than any Guarantor that constitutes an Immaterial Subsidiary) from the Guaranty except as expressly provided in the Credit Documents;
(ixx) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; , or
(xxi) modify alter the term “Interest Period” so as to permit intervals order of priority of application of proceeds set forth in excess of six (6) monthsSection 2.15(i).
Appears in 1 contract
Samples: Term Loan Agreement (Source Interlink Companies Inc)
Affected Lenders’ Consent. Without the written consent of each Lender that would be 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 Term Loan Note;
(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);
(iii) 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 2.9) or any fee payable hereunder;
(iv) extend the time for payment of any such interest or fees;
(v) reduce or forgive the principal amount of any Loan;
(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or Section 2.16 hereof, or Section 7.2 of the Pledge and Security Agreement10.5(c);
(viivi) amend the definition of “"Requisite Lenders” " or “"Pro Rata Share”";
(viiivii) release all or substantially all of the Collateral or all or substantially all of the Guarantors any material Guarantor from the Guaranty except as expressly provided in the Credit Documents;; provided, however, that any release of less than substantially all of the Collateral (other than as expressly provided in the Credit Documents) shall require the vote of Lenders having or holding Term Loans representing more than 66 2/3% of the sum of the aggregate Term Loans of all Lenders.
(ixviii) 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 in any Credit Document; or
(x) modify the term “Interest Period” so as to permit intervals in excess of six (6) months.
Appears in 1 contract
Samples: Debtor in Possession Credit and Guaranty Agreement (NTL Delaware Inc)