Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent. (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Shuffle Master Inc), Credit Agreement (Shuffle Master Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.7(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or Documents, (yiii) all or substantially all of release any Subsidiary Guarantor (except as expressly provided in the Guarantors Credit Documents) from the from their guarantee obligations under the Subsidiaries Guaranty, (iiiiv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan 's Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of the outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.2(b) and/or 4.1(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 2 contracts
Samples: Credit Agreement (First Horizon Pharmaceutical Corp), Credit Agreement (First Horizon Pharmaceutical Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1v) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2w) without the consent of each Issuing LenderLetter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the Swingline LenderBTCo, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Borrower if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), Term Loan Commitment (if prior to the Term Loan Commitment Termination Date and if such Bank's consent is required as a result of its Term Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent and/or cash collateralize its applicable Adjusted RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or Term Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Alliance Imaging Inc /De/), Credit Agreement (Alliance Imaging Inc /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and schedules and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and Collateral Agreement and the other Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrower to select Interest Periods for any Loans in excess of six months at any time when such longer Interest Periods is not available to all Lenders, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Loans on the Effective Date), (iv) release all or substantially all of the aggregate value of the Subsidiaries Guaranty, (v) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments and/or Loans are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent or (53) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of all outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(bSection 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Lender or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 2 contracts
Samples: Credit Agreement (NightHawk Radiology Holdings Inc), Credit Agreement (NightHawk Radiology Holdings Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Lenders, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i))modified, (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all any of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guarantyeither Pledge Agreement, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Datecredit), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments Loans are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, covenants or Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (53) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (4) without the consent of the Supermajority Lenders, amend, modify or waive any provision of Section 4.02(c), 8.01(j), 9.01, 9.03, 9.07, or 10.09 or the definition of "Asset Coverage Ratio" or "Value".
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandingstermination, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Lender or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Alpine Group Inc /De/), Credit Agreement (Alpine Group Inc /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower Borrowers may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 11.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 11.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments Loans on the Effective Funding Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments Loans are included on the Effective Funding Date) or (v) consent to the assignment or transfer by Parent or the Borrower Borrowers of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent or (53) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a11.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.07 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent theretotermination, provided, further, that the Borrower Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a11.12(a).
(c) Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by Parent, the Borrowers, the Required Lenders and the Administrative Agent if at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 11.04) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Parent, the Borrowers and the Lenders providing the relevant Replacement Loans to permit the refinancing of all outstanding Loans (the “Refinanced Loans”), with a replacement term loan tranche denominated in Dollars (the “Replacement Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans, (b) the Interest Rate for such Replacement Loans shall not be higher than the Interest Rate for such Refinanced Loans, (c) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), and (d) all other terms applicable to such Replacement Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing.
Appears in 2 contracts
Samples: Credit Agreement (SAExploration Holdings, Inc.), Credit Agreement (SAExploration Holdings, Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Restatement Effective Date), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Restatement Effective Date) or (viv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement (it being understood and agreed that any reduction to the Commitment of any Lender that is also party to any Incremental Revolving Loan Commitment Agreement shall not require the consent of such Lender by operation of this clause (1) to the extent such reduction is otherwise permitted under this Agreement), (2) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (23) without the consent of each the respective Issuing LenderLender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (34) without the written consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter the Swingline Lender’s its rights or and obligations with respect to Swingline Loans, Loans or (45) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan 's Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above of this Section 13.12, the Borrower, the Administrative Agent and each Incremental RL Lender may, in accordance with the provisions of Sections 1.14, enter into an Incremental Revolving Loan Commitment Agreement, provided that after the execution, delivery and effectiveness of such Incremental Revolving Loan Commitment Agreement, the Incremental RL Lender party thereto, and any Incremental Revolving Loan Commitment created pursuant thereto, shall be treated for all purposes hereunder as a Lender and as such Lender's Commitment, respectively.
Appears in 2 contracts
Samples: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2) without the consent of each Issuing Lenderthe Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline LenderBTCo, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of and repay in full its outstanding Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments Commitment which are is terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Therma Wave Inc), Credit Agreement (Therma Wave Inc)
Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clause (c), neither this Agreement nor any other Credit Bridge Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to or the Administrative Agent at the direction of or with the consent of the Required Lenders) (except that the Administrative Agent and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents enter into any amendment of any Bridge Loan Document in accordance with the provisions hereof and thereof order to correct any immaterial technical error therein without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of (x) the Collateral (except as expressly provided in the Credit Bridge Loan Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations guarantees under the GuarantyGuaranty and Collateral Agreement, (iiiii) amend, modify or waive any provision of this Section 13.12 14.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments Loans on the Effective Date), (iviii) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments Loans are included on the Effective Date) or (viv) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) without the consent of each Lender with Obligations being directly modified, extend the final scheduled maturity of any Loan or Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof, (2) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment or a mandatory repayment of Loans shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 13 or any other provision as same relates to the rights or obligations of the Administrative Agent or (54) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiiv), inclusive, of the first proviso to Section 13.12(a14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination termination, or (B) terminate such non-non consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of the outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a14.12(a) (unless pursuant to clause (1) thereof).
(c) Notwithstanding anything to contrary contained above in this Section 14.12 or elsewhere in this Agreement or any other Bridge Loan Document, the following modifications may be made, and actions taken, by the Administrative Agent, in each case without the consent of any Credit Party (except as expressly required below) or the Required Lenders or any other group of Lenders (with all capitalized terms used in clauses (i) through (v) below, if not otherwise defined herein, being used herein as defined in the Intercreditor Agreement):
(i) as contemplated by the Intercreditor Agreement, additional Series (as defined in the Intercreditor Agreement) of First-Lien Obligations and Second-Lien Obligations (so long as permitted in accordance with the requirements of this Agreement) may become subject to the Intercreditor Agreement and the Administrative Agent is authorized and directed to agree to any technical changes to the Intercreditor Agreement and to execute such joinder agreements with respect to the Intercreditor Agreement as may be deemed appropriate by it in connection with the inclusion of any such Indebtedness pursuant to the Intercreditor Agreement, without the consent of any Lenders;
(ii) [Intentionally Omitted];
(iii) the Administrative Agent may agree to such technical changes to the Intercreditor Agreement as are deemed reasonably necessary or desirable by it, in each case so long as such changes, taken as a whole, are not adverse in any material respect to the Lenders;
(iv) the Administrative Agent may agree to, or acknowledge, the termination of the Intercreditor Agreement with respect to any Series in accordance with the express provisions of Section 8.2 of the Intercreditor Agreement, and at any time when the Intercreditor Agreement may be terminated in accordance with the penultimate sentence of Section 8.2 thereof, the Administrative Agent may agree to the termination thereof with the written agreement of the Borrower;
(v) [Intentionally Omitted];
(vi) with respect to the Security Documents, (x) additional Credit Parties may be added as parties thereto with only the consent of the relevant Credit Parties being added (and annexes may be modified to reflect additions), and (y) Subsidiaries of Holdings (other than the Borrower) may be released from the Guarantee and Collateral Agreement and any other Security Documents in accordance with the provisions hereof and thereof, in each case without the consent of the other Credit Parties or any Lenders; and
(vii) the Administrative Agent and the Collateral Agent may execute any documents or instruments evidencing any release of any Liens granted to or held by the Collateral Agent upon any Collateral in accordance with Section 13.10(b) without the consent of the Credit Parties or any Lenders.
Appears in 2 contracts
Samples: Bridge Loan Agreement (CF Industries Holdings, Inc.), Bridge Loan Agreement (CF Industries Holdings, Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders Banks, provided that (although additional parties A) the various Collateral Documents may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents amended in accordance with the relevant provisions hereof thereof governing amendments (which shall be consistent with the Collateral Documents as amended pursuant to the amendments required pursuant to Section 4 hereof) and thereof without the consent of the other Credit Parties party thereto or the Required Lenders(B) except as provided in proceeding clause (A), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) with Obligations being directly affected in the case of following clause (i))modified, (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Collateral Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyCollateral Documents, (iii) amend, modify or waive any provision of this Section 13.12 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Datecredit), (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments Loans are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1x) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2y) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.11 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)termination, provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 2 contracts
Samples: Term Loan Agreement (Acg Holdings Inc), Term Loan Agreement (Sullivan Graphics Inc)
Amendment or Waiver; etc. (a) Neither Subject to the provisons of following clause (c), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to or the Administrative Agent at the direction of or with the consent of the Required Lenders) (except that the Administrative Agent and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents enter into any amendment of any Credit Document in accordance with the provisions hereof and thereof order to correct any immaterial technical error therein without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Lender), (i) release all or substantially all of (x) the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) the guarantees under the Guaranty and Collateral Agreement, (ii) amend, modify or waive any provision of this Section 14.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iii) reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (1) without the consent of each Lender with Obligations being directly modified, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (12) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment or a mandatory repayment of Loans shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (23) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 3 or alter its rights or obligations with respect to Letters of Credit, (34) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (45) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 13 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (56) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (7) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.02(g) (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (8) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (9) without the written consent of the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments, amend, modify or waive any condition precedent set forth in Section 8 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit, or (10) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment without the consent of each TL Lender with Obligations being directly affected thereby.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiiv), inclusive, of the first proviso to Section 13.12(a14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender in the relevant Tranche(s) which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a14.12(a) (unless pursuant to clause (1) thereof).
(c) Notwithstanding anything to contrary contained above in this Section 14.12 or elsewhere in this Agreement or any other Credit Document, the following modifications may be made, and actions taken, by the Administrative Agent, in each case without the consent of any Credit Party (except as expressly required below) or the Required Lenders or any other group of Lenders (with all capitalized terms used in clauses (i) through (v) below, if not otherwise defined herein, being used herein as defined in the Intercreditor Agreement):
(i) as contemplated by the Intercreditor Agreement, additional issues of Specified Indebtedness (so long as permitted to be secured by the Collateral in accordance with the requirements of this Agreement) may become subject to the Intercreditor Agreement as Second-Lien Obligations, and the Administrative Agent is authorized and directed to make any technical changes to the Intercreditor Agreement and to execute such joinder agreements with respect to the Intercreditor Agreement as may be deemed appropriate by it in connection with the inclusion of such Specified Indebtedness pursuant to the Intercreditor Agreement, without the consent of any Lenders;
(ii) the Administrative Agent may execute any documents in connection with a Refinancing First-Lien Credit Agreement succeeding this Agreement as the First-Lien Credit Agreement under the Intercreditor Agreement, so long as concurrently therewith all Commitments pursuant to this Agreement shall be terminated and all Loans hereunder shall be repaid in full (and all Letters of Credit terminated or cash collateralized to the satisfaction of the respective Issuing Lenders); it being understood that the consent of the Required Lenders shall be required for any other Series (as defined in the Intercreditor Agreement) of Additional First-Lien Obligations (excluding Interest Rate Protection Agreements and Other Hedging Agreements and Cash Management Agreements secured as provided in the Security Documents) to become party to the Intercreditor Agreement;
(iii) in connection with the foregoing actions, the Administrative Agent may agree to such technical changes to the Intercreditor Agreement as are deemed reasonably necessary or desirable by it, in each case so long as such changes, taken as a whole, are not adverse in any material respect to the Lenders;
(iv) the Administrative Agent may agree to, or acknowledge, the termination of the Intercreditor Agreement with respect to any Series in accordance with the express provisions of Section 8.2 of the Intercreditor Agreement, and at any time when the Intercreditor Agreement may be terminated in accordance with the penultimate sentence of Section 8.2 thereof, the Administrative Agent may agree to the termination thereof with the written agreement of the Borrower;
(v) if at any time after a termination of the Intercreditor Agreement has occurred as permitted by preceding clause (iv), if the Borrower or Holdings wishes to incur Specified Indebtedness which would otherwise be permitted to be secured by the Collateral in accordance with the requirements of this Agreement and become party to the Intercreditor Agreement as contemplated by preceding clause (i), Administrative Agent shall, at the request of the Borrower, enter into a new Intercreditor Agreement in substantially the form of the original Intercreditor Agreement (with such changes as are otherwise permitted above in this clause (c)), and may enter into same so long as, concurrently therewith, the respective Intercreditor Agreement is executed and delivered by all Credit Parties and by the respective Second-Lien Authorized Representative on behalf of the holders of such Specified Indebtedness;
(vi) with respect to the Security Documents, (x) additional Credit Parties may be added as parties thereto with only the consent of the relevant Credit Parties being added (and annexes may be modified to reflect additions), and (y) Subsidiaries of Holdings (other than the Borrower) may be released from the Guarantee and Collateral Agreement and any other Security Documents in accordance with the provisions hereof and thereof, in each case without the consent of the other Credit Parties or any Lenders; and
(vii) the Administrative Agent and the Collateral Agent may execute any documents or instruments evidencing any release of any Liens granted to or held by the Collateral Agent upon any Collateral in accordance with Section 13.10(b) without the consent of the Credit Parties or any Lenders.
Appears in 2 contracts
Samples: Credit Agreement (CF Industries Holdings, Inc.), Credit Agreement (CF Industries Holdings, Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto Borrowers and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest thereon or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)Fees, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of the definition of "Eurocurrency" or of Section 13.06(b) or this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iviii) reduce the percentage specified in the definition of Required Lenders Banks, (it being understood thativ) except as provided in Section 13.18 hereof, with release any Guarantor from its obligations under the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) Guaranty or (v) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, covenants or Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lendera Bank), (2x) without the consent of each Issuing LenderABN AMRO, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights Credit or obligations with respect to Swingline Loans, (4y) without the written consent of each Bank with a Local Currency Commitment or that has arranged for one of its Local Affiliates to provide a Local Currency Commitment, amend, modify or waive any provision of Section 1 as same applies to Local Currency Commitments, or (z) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Company shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.14 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if and repay in full such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of non-consenting Bank's outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which that are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall must specifically consent thereto, provided, provided further, that in any event the Borrower Company shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 2 contracts
Samples: Global Revolving Credit Agreement (Sealed Air Corp/De), Global Revolving Credit Agreement (Sealed Air Corp/De)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly negatively affected in the case of following clause clauses (i) and (vii)), (i) extend the final scheduled maturity of any Loan or Note or Note, extend the stated expiration date timing for or reduce the principal amount of any Letter of Credit beyond the Revolving Loan Maturity DateScheduled Commitment Reduction, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereon Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof rates and (it being understood that y) any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) all or substantially all any of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Loans and Commitments are included on the Effective Date) or ), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) replace any Subsidiary Guarantor or release any Subsidiary Guarantor from a Subsidiaries Guaranty (other than as provided in the Subsidiaries Guaranty) or (vii) any amendment or modification to the pro rata provisions in Section 9 of the Pledge Agreement; provided, further, that no such change, waiver, discharge or termination shall (1t) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2u) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3v) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative each Agent, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative such Agent or (5w) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, Borrower if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) ), and/or repay each Tranche of outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandingsconsent, in accordance with Sections 4.02(b4.01(d), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 2 contracts
Samples: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)), ):
(i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateDate of, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (icash)), ;
(ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Facility Mortgage Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, in connection with a sale otherwise permitted hereby);
(iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), 11.12;
(iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments Loans are included on the Effective Funding Date) or ); or
(v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment total Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2B) without the consent con- sent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 9 as same applies to Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent Agent, or (5C) without the written consent of Collateral Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Trump Hotels & Casino Resorts Funding Inc), Credit Agreement (Trumps Castle Funding Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders Banks (although except that additional parties may be added to (the various Guaranties and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof thereof, without the consent of the other Credit Parties party thereto or the Required LendersBanks), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) with Obligations being directly affected in the case of following clause (i))modified, (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release or terminate any Guaranty provided by any of Holdings, Adience, Newco or Xxxxxxxx or (xiii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iiiiv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Datecredit), (ivv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date (or, in the case of Adience A Term Loans, Adience B-2 Term Loans and Adience C Term Loans, the Restatement Effective Date) or (vvi) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1t) without the consent of BTCo, amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loans or Sterling Swingline Loans, as the case may be (including, without limitation, the obligations of other Banks with Revolving Loan Commitments to fund Mandatory Borrowings or Mandatory Sterling Borrowings, as the case may be), (u) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2v) without the consent of each Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3w) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, waive, or decrease the amount of, any Adience B Scheduled Repayment, Adience A Scheduled Repayment, Adience B-2 Scheduled Repayment, Adience C Scheduled Repayment, Newco A Scheduled Repayment or Newco B Scheduled Repayment or extend the date on which the respective Scheduled Repayment is required to be made.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Adience shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Adience if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent theretotermination, provided, further, that the Borrower in any event Adience shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated termi- nated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend any Scheduled Repayment, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) discharge any Subsidiary Guarantor, or release (x) all or substantially all any portion of the Collateral (having a book value in excess of $2,000,000 except as expressly otherwise may be provided in the Credit Documents) under this Agreement or in the Security Documents or (y) all or substantially all except where the consent of the Guarantors from the from their guarantee obligations under the GuarantyRequired Lenders only is specifically provided for, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2) without the consent of each Issuing Lenderthe Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent Agent, or (54) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of Bank's Commitments and repay in full its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to to
replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Inacom Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided -------- further, that no such change, waiver, discharge or termination shall (1) ------- increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2) without the consent of each Issuing LenderBTCo, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (54) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5) without the consent of the Majority Banks of each Facility which is being allocated a lesser prepayment, repayment or com- --132-- mitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Facility in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepay ments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.01(a) or 4.02(B)(b) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (6) without the consent of the Supermajority Banks of the respective Facility, amend the definition of Supermajority Banks or amend downward, waive or reduce any Scheduled Repayment of such affected Facility.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of Bank's Commitments and repay in full its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to -------- preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have ---------------- the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)Fees, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement cash), or to Section 13.07 shall not constitute a reduction in the rate reduce any reimbursement obligations under any Letter of interest or Fees for the purposes of this clause (i))Credit, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Subsidiary Guarantors from the from their guarantee obligations under Subsidiaries Guaranty (except in connection with a sale of such Subsidiary Guarantor in accordance with the Guarantyterms of this Agreement), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement, except mergers and/or consolidations involving one or more Borrowers and another Person (not already a Borrower or a Subsidiary thereof) shall be permitted with the prior written consent of the Required Lenders, provided that the survivor of such merger or consolidation (to the extent not a Borrower) is organized under the laws of the United States or a State thereof and executes and delivers to the Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of the obligations of the respective Borrower or Borrowers under this Agreement and the Notes; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2) without the consent of each the Supermajority Lenders, decrease the percentage set forth in Section 9.07 (as in effect on the Effective Date) or amend the definition of Supermajority Lenders (it being understood that, pursuant to Section 1.14 or with the consent of the Required Lenders, as the case may be, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as Revolving Loan Commitments are included on the Effective Date) without the consent of the Supermajority Lenders, (3) without the consent of the respective Issuing LenderLender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of CreditCredit or Acceptances, (34) without the written consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter the Swingline Lender’s its rights or and obligations with respect to Swingline Loans, Loans or (45) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan 's Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), ):
(i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 14.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), ;
(ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, Documents;
(iii) amend, modify or waive any provision of this Section 13.12 14.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), ;
(iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or ); or
(v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementAgreement ; provided, further, provided further that no such change, waiver, discharge or termination shall shall:
(1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), ;
(2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its such Issuing Lender’s rights or obligations with respect to Letters of Credit, Credit issued by it;
(3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, ;
(4) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 13 or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent;
(5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent;
(6) without the consent of the Supermajority Lenders (x) reduce the ratio set forth in Section 10.11 or (y) amend or modify the definition of Consolidated Working Capital Ratio to the extent that such amendment or modification would have the effect of making it easier for the Borrower to comply with Section 10.11;
(7) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered);
(8) in cases where any Incremental Term Loans are being added to an existing Tranche of Term Loans pursuant to Section 1.14, without the consent of the Majority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.14(c); or
(9) without the consent of the Majority Lenders of each Tranche of Term Loans and, in the case of Section 1.14(a)(xi), Revolving Loan Commitments amend or modify the provisions of Section 1.14(a)(x) or (xi), as the case may be.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of the Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandingsconsent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, provided further that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a14.12(a).
Appears in 1 contract
Samples: Credit Agreement (Nash Finch Co)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon thereon, or reduce the principal amount thereof (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral Subsidiary Guarantors under the Subsidiaries Guaranty (except as expressly provided in connection with a sale of such Subsidiary Guarantor in accordance with the Credit Documents) under the Security Documents or (y) all or substantially all terms of the Guarantors from the from their guarantee obligations under the Guarantythis Agreement), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each the respective Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s 's rights or obligations with respect to Swingline Loans, or (4) without the written consent of the Administrative respective Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan 's Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of the outstanding Revolving Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or and cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Outstandings in accordance with Sections 4.02(b3.02(b) and 4.01(b), provided that, unless the Commitment that is terminated, and Revolving Loan Commitments which are terminated and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).. -77- 83
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected modified in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of or interest or Fees for the purposes of this clause (i)), (ii) release (x) of Trizec or all or substantially all of the Collateral Subsidiary Guarantors from their respective obligations under the Guaranty to which it is (except or they are) a party (except, in each case, as expressly provided in permitted by the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in amend the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments Loans are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower or Trizec of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of Revolving Loans, Swingline Loans, Competitive Bid Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (2) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (23) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (35) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent Agent, or (56) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations Majority Lenders of the Collateral Agentrespective Tranche effected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.15 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) Commitments and/or repay each Tranche of all outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, ; provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Lender or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other ------------------------ Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, ---------------- discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2) without the consent of each the respective Issuing LenderLender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter the Swingline Lender’s its rights or and obligations with respect to Swingline Loans, Loans or (4) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Waters Corp /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks; provided, and Subsidiaries of the Borrower may be released fromhowever, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Bank), (i) extend the final scheduled maturity of any Revolving Loan or Note any Revolving Note, or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments (and related extensions of credit) are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, and provided further, that no such change, waiver, discharge or termination shall (1A) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a 102 mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2B) without the consent of each BTCo and any other Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit issued by it, (3C) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent Agent, or (5D) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (Ai) or (Bii) below, to either (Ai) replace each such non-consenting Lender nonconsenting Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (Bii) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of and repay in full its outstanding Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(v); provided, provided thathowever, that unless the Revolving Loan Commitments which are Commitment terminated and Revolving Loans which are repaid pursuant to preceding clause (Bii) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ii) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, ; provided, further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders Banks (although except that additional parties may be added to (the various Guaranties and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof thereof, without the consent of the other Credit Parties party thereto or the Required LendersBanks), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) with Obligations being directly affected in the case of following clause (i))modified, (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release or terminate any Guaranty provided by any of Holdings, Adience, Newco or Xxxxxxxx or (xiii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iiiiv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Datecredit), (ivv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1t) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2u) without the consent of each Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3v) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, waive, or decrease the amount of, any Adience B Scheduled Repayment, Newco A Scheduled Repayment or Newco B Scheduled Repayment or extend the date on which the respective Scheduled Repayment is required to be made.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Adience shall have the right, so long as all non-consenting Lenders nonconsenting Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Adience if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower in any event Adience shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement ------------------------- nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or -------- termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i), and in such case only to the extent of such Obligations), (i) extend the final scheduled maturity of any Loan or Note or extend the Revolving Loan Maturity Date or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)fees thereon, or reduce the principal amount thereof or extend any Scheduled Repayment or reduce the amount of any such Scheduled Repayment (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 10.06(a) shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release any Guaranty (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyGuaranties), (iiiiv) amend, modify or waive any provision of this Section 13.12 10.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which that afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the 159 definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or ), (vvi) consent to the assignment or transfer by the any Borrower of any of its respective rights and obligations under this AgreementAgreement or any other Credit Document or (vii) amend, modify or waive the requirement set forth in Section 2.19(b) that funds be applied ratably among the parties entitled thereto; provided, further, provided further that no such change, waiver, ---------------- discharge or termination shall (1A) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2B) without the consent of each Issuing LenderLetter of Credit Issuer, amend, modify or waive any provision of Section 2 2.05 or alter its rights or obligations with respect to Letters of Credit, (3C) without the written consent of the Swingline Lender, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, Loans or (4D) without the written consent of the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, amend, modify or waive any provision of Section 10 Article X as same applies to the Administrative Agent, Collateral Agent, Canadian Agent or UK Agent, as the case may be, or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Agent, Collateral Agent, amendCanadian Agent or UK Agent, modify or waive any provision relating to as the rights or obligations of the Collateral Agentcase may be.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a10.11(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (Ai) or (Bii) below, to either (Ai) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, Borrowers if the respective Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan ---- Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which that gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders assignees pursuant to Section 2.12 2.20 so long as at the time of such replacement, each such Replacement Lender assignee consents to the proposed change, waiver, discharge or termination or (Bii) terminate such non-consenting Lender’s Revolving Loan 's Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which that gave rise to the need to obtain such Lender’s 's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLC Exposure, in accordance with Sections 4.02(bSection 2.05(j), ; provided that, unless the Revolving Loan -------- Commitments which that are terminated and Loans which that are repaid pursuant to preceding clause (Bii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (Bii), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, ; provided further that the Borrower Borrowers shall not have the right to ---------------- replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a10.11(a).. 160
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the time or amount of any Scheduled Repayment or the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) any Guarantor from the obligations of its respective Guaranty or release all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2x) without the consent of each Issuing LenderLetter of Credit Issuer or BTCo as the case may be, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights Credit or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Borrower if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche of Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount, or extend the time of payment, of any Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof of any Loan (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 14.12, (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Original Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Original Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its their respective rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or (53) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans Loan of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(bSection 5.01(b), provided that, unless the Revolving Loan Commitments which Loans that are terminated and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto)Lenders, then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event, the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a14.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than upon payment in full of the Obligations or as expressly provided herein or therein) unless such change, waiver, discharge or termination termination, in the case of this Agreement, is in writing signed by the respective Credit Parties party hereto or thereto and signed or consented to in writing by the Required Lenders and acknowledged by the Administrative Agent or, in the case of any other Credit Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and/or the Collateral Agent, as applicable (with the consent of the Required Lenders) and the Credit Party or Credit Parties that are parties thereto (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower and Collateral may be released from, the Guaranty and the Security Documents and the Intercreditor Agreements in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders); provided, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause clauses (i) and (iv)), (i) extend the final scheduled maturity of any Term Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of scheduled amortization, interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or amend Section 2.09 to permit the Borrower to select Interest Periods for any Term Loans in excess of six months at any time when such longer Interest Periods is not available to all Lenders, (ii) release (x) all or substantially all of the Collateral under the Security Documents or release all or substantially all of the value of the Guaranty provided by the Guarantors (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty), (iii) amend, modify or waive any provision of this Section 13.12 12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Term Loans on the Effective Closing Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of “Required Lenders Lenders” (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments and/or Term Loans are included on the Effective Closing Date) or ), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this AgreementAgreement and (vi) amend, modify or waive any provision of Sections 10.03 and 12.06 or consent to the subordination in right of payment of any Secured Obligations to any other Indebtedness; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 or any other provision of this Agreement or any other Credit Document as same relates to to, or affects, the rights or obligations of the Administrative Agent or (5y) the Collateral Agent, amend, modify or waive any provision of Section 11 or any other provision of this Agreement or any other Credit Document as same relates to, or affects, the rights or obligations of the Collateral Agent, (3) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
, (b4) [reserved] or (5) directly or indirectly, extend the PIK Increase Date without the consent of Lenders holding at least two-thirds (2/3) in aggregate principal amount of the Term Loans; provided, further, that any amendment or modification to the Agent Fee Letter, or waiver of any rights or privileges thereunder, shall only require the consent of the Borrower and the Agents party thereto. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) repay all outstanding Term Loans and terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans all Commitments of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(bSection 4.01(b); provided, provided that, unless the Revolving Loan Term Loans which are repaid or Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan outstanding Term Loans or Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), (x) the calculation of Required Lenders shall be determined after giving effect to any such repayment or termination, (y) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, thereto and (z) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and all Term Loans of any such non-consenting Lender (with accrued and unpaid interest and any breakage costs or other amounts owing to such Lender) shall be repaid in full at such time; provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Lender or repay its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a12.12(a).
(b) Notwithstanding anything to the contrary in this Section 12.12, no Lender consent is required (although the consent of the Administrative Agent shall be required (such consent not to be unreasonably withheld, conditioned or delayed)) to effect any amendment or supplement to the Intercreditor Agreements that is for the purpose of adding the holders of secured Indebtedness permitted hereunder and having priority expressly permitted hereby (or a representative agent or trustee with respect thereto) (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided, that such other changes are not adverse, in any material respect, to the interests of the Lenders); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable.
(c) If Indebtedness is incurred pursuant to Section 9.04 hereof that is secured by a Lien on any Collateral, the Administrative Agent and/or the Collateral Agent is authorized to enter into any amendment to the Intercreditor Agreements (and the Administrative Agent and the Collateral Agent shall enter into such amendment) if reasonably requested to do so by the Borrower in order to reflect the incurrence of such Indebtedness and the Lien priority intended by the express terms hereof to be created therefor.
(d) [Reserved].
(e) Notwithstanding anything to the contrary in this Section 12.12, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Collateral Agent (acting at the direction of the Required Lenders) and may be amended and waived with the consent of the Collateral Agent at the request of Holdings or the Borrower without the need to obtain the consent of any other Lenders if such amendment or waiver is delivered in order (i) to reflect local law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Credit Documents.
(f) Further, notwithstanding anything to the contrary contained in this Section 12.12, (x)
(i) Security Documents and related documents executed by the Credit Parties in connection with this Agreement may be in a form reasonably determined by the Collateral Agent, (ii) [reserved], and (iii) such Security Documents and related documents and the Intercreditor Agreements may be amended, supplemented and waived with the consent of the Collateral Agent, the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered (A) in order to comply with local law or advice of local counsel, (B) in order to cause such Security Document or other document to be consistent with this Agreement and the other Credit Documents or (C) in connection with the incurrence of any Indebtedness under Section 9.04(j)(x) and the entry by the Administrative Agent and the Collateral Agent into any amendment, amendment and restatement or supplement to the ABL Intercreditor Agreement pursuant to Section 8.3 of the ABL Intercreditor Agreement or amendment or modification thereof) in connection therewith (and the Administrative Agent and Collateral Agent agree to enter into such agreements, amendments and modifications if reasonably requested by the Borrower in connection with the transactions described above) and (y) if, following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a typographical, technical or immaterial nature, in each case, in any provision of any Credit Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations 110 being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note any Note, or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments (and related extensions of credit) are included on the Effective Restatement Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1u) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2v) without the consent of each BTCo and any other Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit issued by it, (3w) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision pro vision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, amend the definition of Supermajority Banks or amend, modify or waive any Scheduled Repayment.
(b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Borrower if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment Bank's Commitments and repay in full its outstanding Loans (or, at the option of the Borrower if such Lender’s the respective Bank's consent is required as a result with respect to less than all Tranches of its Revolving Loan Commitment) Loans (or related Commitments), to terminate and repay only the respective Tranche or Tranches of Commitments and/or repay each Tranche of outstanding Loans of such Lender the respective non-consenting Bank which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsBank's individual consent), in accordance with Sections 4.02(b3.02(b) and/or 4.01(v), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate any of its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided -------- further, that no such change, waiver, discharge or termination shall (1) ------- increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2) without the consent of BTCo and each Issuing Lenderother Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline LenderBTCo, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) without the consent of the Majority Banks of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Facility in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.01(a) or 4.02(B)(b) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (7) without the consent of the Supermajority Banks of the respective Facility, amend the definition of Supermajority Banks or amend downward, waive or reduce any Scheduled Repayment of such affected Facility.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of Bank's Commitments and repay in full its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to -------- preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have ---------------- the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, -------- discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments it being understood that with respect to the Consent of the Required Banks, additional extensions of credit pursuant to this the Agreement which afford the protections to such may provide for additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Datevoting or consent rights with respect thereto), (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, except that the Borrower may assign or otherwise transfer its rights, obligations and interests hereunder or under the other Credit Documents to any Wholly-Owned Domestic Subsidiary of the Borrower to the extent (but only to the extent) that (i) the Borrower guarantees all of the Obligations of such assignee Subsidiary pursuant to a guaranty in form and substance satisfactory to the Required Banks and (ii) the Required Banks shall have consented to such assignment or transfer; provided, provided further, that no such change, waiver, ---------------- discharge or termination shall (1v) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2w) without the consent of each Issuing LenderLetter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the Swingline LenderBTCo, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-non- consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(v), provided -------- that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders remaining Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the ---------------- right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (NRT Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge ---------------- or termination shall (1v) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2w) without the consent of each Issuing LenderLetter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the Swingline LenderBTCo, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative -146- Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Borrower if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), Term Loan Commitment (if prior to the Term Loan Commitment Termination Date and if such Bank's consent is required as a result of its Term Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent and/or cash collateralize its applicable Adjusted RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, -------- unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to ---------------- replace a LenderBank, terminate its Revolving Loan Commitment or Term Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof rates and (it being understood y) that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1u) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2v) without the consent of each BTCo or, in the case of Letters of Credit, the respective Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights Credit or obligations with respect to Swingline Loans, (4w) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and (c)) (although (x) the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Banks as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Banks of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-non- consenting Lenders Banks whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Borrower if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Term Loans of such Lender Bank which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsBank's consent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(iv), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this AgreementAgreement (other than such assignment or transfer consummated in accordance with this Agreement as in effect on the Initial Borrowing Date); providedPROVIDED, furtherFURTHER, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2) without the consent of each Issuing LenderBTCo, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative each Agent, amend, modify or waive any provision of Section 10 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, (54) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5) without the consent of the Majority Banks of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Facility in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.01(a) or 4.02 (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (6) without the consent of the Supermajority Banks of the respective Facility, amend the definition of Supermajority Banks or amend, modify or waive any Scheduled Repayment of such affected Facility.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate all of such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of Bank's Commitments and repay in full its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount, or extend the time of payment, of any Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof of any Loan (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 14.07(a) shall not constitute a reduction in the rate of interest or the amount of Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 14.12, (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its their respective rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or (53) without the written consent of Collateral the Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a14.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans Loan of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)Section 5.01, provided that, unless the Revolving Loan Commitments which Loans that are terminated and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto)Lenders, then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event, the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a14.12(a).
Appears in 1 contract
Samples: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Trico Marine Services Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Lenders, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or Documents, (yiii) release all or substantially all of the Guarantors from the from their guarantee respective obligations under the GuarantyGuaranties, (iiiiv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments it being understood that, with respect to the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement which may afford the protections to such holders thereof and/or the then existing Lenders additional extensions rights of credit of the type provided to the Revolving Loan Commitments on the Effective Dateconsent), (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1v) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2w) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the Swingline Lender, alter the Swingline Lender’s 's rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of the outstanding Revolving Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which are terminated Commitment that is terminated, and Revolving Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders ) each Lender (determined after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto each Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateLoan, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of Section 1.14 or this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iviii) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by the any Borrower of any of its respective rights and or obligations under this AgreementAgreement or any Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (1i) increase the Revolving Loan Commitments Total Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such Lender), Bank) or (2ii) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender directly affected thereby (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)thereby), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or Documents, (yiii) release all or substantially all of the Subsidiary Guarantors from the from their guarantee obligations under Subsidiaries Guaranty (except as expressly provided in the GuarantyCredit Documents), (iiiiv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1A) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect or extend the expiration date of any Revolving Loan Commitment of any Lender without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2B) without the consent of each the respective Issuing LenderLender or Issuing Lenders, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3C) without the written consent of the Swingline Lender, 105 alter the Swingline Lender’s 's rights or obligations with respect to Swingline LoansLoans (including, without limitation, the obligations of the other Lenders to fund Mandatory Borrowings), (4D) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent Agent, or (5E) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent theretotermination, provided, furtherthat, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained above in this Section 13.12, the Administrative Agent and the Collateral Agent may (i) enter into amendments to the Subsidiaries Guaranties and the Security Documents for the purpose of adding additional Subsidiaries of the Borrower or other Credit Parties as parties thereto and (ii) enter into security documents and guaranty agreements to satisfy the requirements of Sections 8.11, 8.12, 8.14, 9.01 and 9.02, in each case without the consent of the Required Lenders.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Holdings or any Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge ---------------- or termination shall (1w) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2x) without the consent of each Issuing LenderLetter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights Credit or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Borrower if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche of Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), Term Loan Commitment (if prior to the Merger Date and if such Bank's consent is required as a result of its Term Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent and/or cash collateralize its applicable Adjusted RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments -------- which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower ---------------- Borrowers shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or Term Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause thereby (i)other than a Defaulting Lender), (i) (x) extend the final scheduled maturity of any Loan or Note or the due date of any amortization payment in respect of the Term Loans, (y) extend the stated expiration date of any Letter of Credit beyond the Revolving Loan one year anniversary of the Maturity Date (it being understood that the provisions of Section 4.02A(d) shall remain in effect with respect to any Letter of Credit having an expiry date later than the Maturity Date (or which, pursuant to its terms, may be extended to a date later than the Maturity Date)), or (z) with respect to clauses (x) and (y), reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce or forgive the principal amount thereof or reduce or forgive any interest, fees or other amounts payable hereunder (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date) or Section 4.02(A)(d), (iviii) reduce the percentage specified in the definition of Required Lenders, Required Term Lenders or Required Revolving Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or ), (viv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementAgreement or (v) amend Section 13.06 in a manner that would alter the pro rata sharing of amounts required thereby; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment any Commitments pursuant to Section 3.03(b)(ii) shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision of this Agreement as same relates to the rights or obligations of the Administrative Agent or (5) adversely affect the rights of Lenders holding Commitments or Loans of one Class in a manner disproportionate to the effect on the rights of Lenders holding Commitments or Loans of another Class without the written consent of Collateral Agentthe Lenders of such disproportionately adversely affected Class that would constitute Required Lenders if such Class were the only Class of Loans or Commitments outstanding; provided, amendfurther, modify that no waiver of any condition set forth in Section 6 with respect to any Credit Event shall become effective without the consent of (i) the Required Revolving Lenders (in the case of a Revolving Loan or waive any provision relating Letter of Credit) or (ii) the Required Term Lenders (in the case of a Term Loan), in each case in addition to the rights or obligations of the Collateral Agentother consents required pursuant to this Section 13.12(a).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) if such Lender is a non-consenting Revolving Lender, terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its and repay all outstanding Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or and cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in each case as applicable, in accordance with Sections 4.02(b3.02(a)(ii) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Revolving Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Revolving Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). Upon the effectiveness of any such replacement or termination, such replaced or terminated Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Lender.
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 13.12, the Borrower, the Administrative Agent and each Additional Lender (and each other Revolving Lender and/or Term Lender providing an Increased Commitment) may, in accordance with the provisions of Section 1.14 enter into an Incremental Commitment Agreement and effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 1.14, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Additional Lender or other Lender of such Incremental Commitment Agreement, such Incremental Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of (1) each Lender Bank (with Obligations being other than a Defaulting Bank) directly affected in the case of following clause (i))thereby, (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration expiry date of any Letter of Credit beyond the Revolving Loan applicable Final Maturity Date, or reduce the rate (other than waiver of interest due under Section 1.08(c)) or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood and agreed that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i1)), (ii2) each Bank (other than a Defaulting Bank)
(i) release (x) all or substantially all of the Collateral (Collateral, except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guarantyconnection with Asset Sales otherwise permitted hereunder, (iiiii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iviii) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer or release by any of the Borrower Credit Parties of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over Bank from the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2) without the consent of each Issuing Lenderthe Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (54) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5) without the consent of BTCo, alter its rights or obligations with respect to the Swingline Loans, or (6) without the consent of Banks holding more than 50% of the outstanding Term Loans, change the scheduled payments required pursuant to Section 4.02(A)(b) on the Term Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i1) and (2)(i) through (iiiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender Bank under each Facility which gave rise to the need to obtain such Lender’s Bank's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Pine Holdings Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit ------------------------ Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto each Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateLoan, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iviii) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by the any Borrower of any of its respective rights and or obligations under this AgreementAgreement or any Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (1i) increase the Revolving Loan Commitments Total Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such Lender), Bank) or (2ii) without the consent of each Issuing Lenderthe Agents, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect 11 as same applies to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 Agents or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral an Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or and the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Term Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateTerm Note, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Revolving Term Loan Commitments on the Effective Date), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Term Loan Commitments are included on the Effective Date) or (viv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1x) increase the Revolving Term Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Term Loan Commitments shall not constitute an increase of the Revolving Term Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Term Loan Commitment of any Lender shall not constitute an increase of in the Revolving Term Loan Commitment of such Lender), or (2y) without the consent of each Issuing LenderAgent affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect 12 as same applies to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Term Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(bSection 3.01(b), provided that, unless the Revolving Term Loan Commitments which are terminated terminated, and Term Loans which are repaid repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Term Loan Commitments and/or outstanding Term Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Term Loan Commitment or repay its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof, or reduce any reimbursement obligations under any Letter of Credit, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Restatement Effective Date), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood and agreed that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and the Revolving Loan Commitments are included on the Restatement Effective Date) or (viv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood and agreed that waivers or modifications of conditions precedent, covenants (including, without limitation, by means of modifications to the financial definitions or modifications in the method of calculation of any financial covenants), Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2) without the consent of each the respective Issuing LenderLender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter the Swingline Lender’s its rights or and obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative such Agent or (5) without the written consent of Collateral Agentthe Majority Lenders with respect to Term Loan Facility, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentTerm Loan Scheduled Repayment.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if and repay such non-consenting Lender’s consent is required as a result of its 's outstanding Revolving Loan CommitmentLoans) and/or repay such non-consenting Lender's outstanding Term Loans, in each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandingscase, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the such Revolving Loan Commitments which are terminated Commitment is terminated, and Loans which are repaid repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments Commitment and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Waters Corp /De/)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)affected), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan A/RL Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) Date or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementAgreement or any other Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (1t) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2u) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.the
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required Banks are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Bank's Commitment (if such Lender’s consent is required as a result of and repay its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, furtherthat unless the Commitments terminated, that the Borrower shall not have the right to replace a Lenderand Loans repaid, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).to
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Borrower, and Subsidiaries approved by the Ministry of Finance to the Borrower may be released fromextent required by Colombian public indebtedness regulations, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or by the Required Lenders), ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in all the case of following clause (i)), parties hereto (i) extend any scheduled date of payment or the final scheduled maturity of any Loan or Note or Maturity Date, extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateAvailability Period, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default Default increase in interest rates)) thereon, or reduce the fees payable hereunder or principal amount thereof (it being understood that any amendment or modification to of the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))Loan, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 11.06, (except for technical amendments with respect to additional extensions iii) amend or modify the definition of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)Required Lenders, (iv) reduce amend or modify Section 3.03 in a manner that would alter the percentage specified in the definition pro rata sharing of Required Lenders (it being understood thatpayments required thereby, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under any Loan Document (except in accordance with the terms hereof), (vi) change Section 3.03(b) or 3.03(c) in a manner that would alter the pro rata sharing of payments required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders without the written consent of each Lender directly affected thereby, (vii) change the payment currency of any amount payable under this Agreement, or (viii) amend, modify or waive any provision of Section 5; provided, further, that no such change, waiver, discharge or termination shall (1x) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline such Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without Agent. For the written consent avoidance of Collateral Agentdoubt, amend, modify or waive any provision relating to the rights or obligations prior approval of the Collateral AgentBorrower and the Ministry of Finance will not be required in connection with the implementation of any Conforming Changes, unless required pursuant to Colombian public indebtedness regulations.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, requiring the consent of the first proviso to Section 13.12(a), Required Lenders and for which the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as as, at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination for which consent of the Required Lenders was obtained, or (B) terminate repay the portion of the outstanding Loan due to such non-consenting Lender’s Revolving Loan Commitment (if , so long as the Loan, together with accrued and unpaid interest and all other amounts, owing to such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans Lender are repaid concurrently with the effectiveness of such termination and at such time, unless the respective Lender continues to have an outstanding Loan hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, but shall continue to be entitled to any amounts that have accrued prior to such replacement or repayment and remain unpaid under Sections 2.09, 2.10 and 4 and the indemnification under Section 10.06, which gave rise shall survive as to the need to obtain such replaced or repaid Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), ; provided that, unless the Revolving Loan Commitments which are terminated and Loans which are is repaid pursuant to preceding clause (B) are is immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans Loan of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
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Samples: Loan Agreement (Ecopetrol S.A.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Credit Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1u) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase 107 in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2v) without the consent of each Issuing LenderChase or the Letter of Credit Issuer, as the case may be, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights Credit or obligations with respect to Swingline Loans, (4w) without the written consent of the Administrative any Agent, amend, modify or waive any provision of Section 10 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Banks of each Facility which is being allocated a lesser prepayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments (or commitment reduction), as between the various Facilities pursuant to Section 4.01(a) and 4.02(B)(b) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (z) without the consent of the Majority Banks of the respective Facility, amend the definition of Majority Banks or amend, modify or waive the order of the application of any payment or prepayment or (aa) without the consent of the Majority Banks of each Facility, amend, modify or waive any Scheduled Repayment of any Facility (without extending the final scheduled maturity thereof). A waiver or amendment to cure any Default or Event of Default shall not be effective for purposes of Section 5.02 unless such waiver or amendment has been consented to by the Majority Banks under the Revolving Credit Facility.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of Bank's Commitments and repay in full its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders Banks (although additional parties may be added to (and annexes may be modified to reflect such additions)or, and Subsidiaries in the case of the Borrower may be released fromSubsidiaries Guaranty, the Designated Onex Sub Guaranty and the Security Documents Documents, as otherwise provided in accordance with the provisions hereof and thereof without the consent of the other such Credit Parties party thereto or the Required LendersDocuments), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or Documents, (yiii) all or substantially all of the Guarantors release SCIS from the from their guarantee its obligations under the SCIS Guaranty, (iiiiv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)11.12, (ivv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments outstanding Loans are included on the Effective Closing Date) or (vvi) consent to the assignment or transfer by the Borrower SCIS or Caterair of any of its their rights and obligations under this Agreement (except as otherwise expressly permitted under this Agreement); provided, provided further, that no such change, waiver, discharge or termination shall (1x) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2y) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative AgentAgent affected thereby, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative such Agent or (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a11.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.11 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)termination, provided that, unless that in any event the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a11.12(a).. -110- 117
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees fees for the purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementAgreement or any other Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (1t) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2u) without the consent of each the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3w) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Original Effective Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as done as of the Original Effective Date with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, Borrower if the respective Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Term Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings's consent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(iv), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined both before and after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Lenders, and Subsidiaries of the Borrower Company may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof (without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender affected thereby (other than, except with respect to the following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all release Holdings or substantially all of the Guarantors any Subsidiary Guarantor from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Loans on the Effective Date)) or Section 13.06, (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or ), (v) consent to the assignment or transfer by the Borrower Company of any of its their rights and obligations under this Agreement, (vi) except to the extent provided in the Intercreditor Agreement, subordinate any Loan or any liens on any Collateral to any other obligation or (vii) amend or modify the order of payments provided in Section 5.02, Section 5.05 or Section 13.06; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent or Agent, (5) without the written consent of the ABL Loan Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the ABL Loan Collateral Agent, (6) without the consent of the Supermajority Lenders, (w) increase the advance rates applicable to the Borrowing Base over those in effect on the Effective Date (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts by the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (x) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date), or (y) amend the definition of Reserves or amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts (including the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of all outstanding Revolving Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL R/L Percentage of the Letter of Credit of Outstandings, Outstandings in accordance with Sections 4.02(b) and/or 5.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent theretoto such termination, provided, provided further, that the Borrower Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
(c) Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Holdings, the Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Issuing Lender and the Swingline Lender) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
(d) Notwithstanding anything to the contrary contained in this Section 13.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent, the ABL Loan Collateral Agent and the Borrowers without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Credit Documents and (y) if following the Effective Date, the Administrative Agent, the ABL Loan Collateral Agent and any Credit Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents (other than the Security Documents), then the Administrative Agent, the ABL Loan Collateral Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)thereby), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate (except in connection with a waiver of any post-default increase in interest rate) or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (except to the extent repaid in cash), it being understood that any amendment to, or modification to the of, any financial definitions in this Agreement or to Section 13.07 definition shall not constitute a reduction in the rate of interest or Fees for the purposes any purpose of this clause (i))Section 13.12, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1v) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2w) without the consent of the Swingline Bank, amend, modify or waive any provision relating to the rights or obligations of the Swingline Bank or with respect to Swingline Loans (including, without limitation, the obligations of the other Banks to fund Mandatory Borrowings), (x) without the consent of each Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit issued by it, (3y) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Commitment and repay all outstanding Revolving Loan Commitment (if Loans of, and other unpaid Obligations owing to, such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Bank in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Commitments are terminated, and Revolving Loan Commitments which are terminated and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected modified in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of -129- interest or any Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Loans and Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (54) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (5) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Incremental Term Loan Repayment, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Revolving Loans are included on the Effective Date), (8) in cases where any Tranche of Incremental Term Loans is being added to pursuant to Section 1.13, without the consent of the Supermajority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.13(c), and (9) without the consent of the Majority Lenders of each Tranche of Term Loans and the Supermajority Lenders of the Tranche consisting of the Total Revolving Loan Commitment (and the extensions of credit pursuant thereto), amend or modify the provisions of Section 1.13(a)(ix) or (x).
(b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s 's individual consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans under the respective Tranche of the respective non-consenting Lender which gave rise to the need to obtain such a Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such a Lender’s 's individual consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of the outstanding Loans of such Lender under each Tranche which gave rise to the need to obtain such a Lender’s 's individual consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Outstandings in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate any of its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto Borrower and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall, without the written consent of each directly and adversely affected Lender (with Obligations being directly affected in but not the case of following clause (i)), Required Lenders) (i) extend the final scheduled maturity of any Term Loan or Term Note beyond the applicable Maturity Date of such Lender holding such Term Loan or Term Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or (ii) reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood of such Lender holding such Term Loan or Term Note; provided, further, that any amendment no such change, waiver, discharge or modification to termination shall, without the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate consent of interest or Fees for the purposes of this clause each Lender (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty), (iiiii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement 13.10(a) which afford would result in the protections to such additional extensions of credit reduction of the type provided to the Revolving Loan Commitments on the Effective Date)voting thresholds specified herein, or (iviii) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the “Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the ” or “Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementLenders”; provided, further, that no such change, waiver, discharge or termination shall (1i) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment or a mandatory repayment or commitment reduction of Term Loans shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), ) and (2ii) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) IfNotwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full of the principal of and interest accrued on each Term Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
(c) [Reserved].
(d) [Reserved].
(e) Notwithstanding anything to the contrary contained in this Section 13.10, the Escrow Agreement and any other related documents executed in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated may be in a form reasonably determined by clauses (i) through (iii)the Administrative Agent and may be amended, inclusivemodified, of the first proviso to Section 13.12(a), supplemented and waived with the consent of the Required Lenders is obtained but Administrative Agent and the Borrower without the need to obtain the consent of one any other Person if such amendment, modification, supplement or more waiver is delivered in order (i) to comply with local Applicable Law (including any foreign law or regulatory requirement) or advice of local counsel, (ii) to cure ambiguities, inconsistency, omissions, mistakes or defects or (iii) to cause such Escrow Agreement or other Lenders whose consent is required is not obtaineddocument to be consistent with this Agreement and the other Credit Documents.
(f) If following the Closing Date, then the Administrative Agent and the Borrower shall have jointly identified an inconsistency, obvious error, or mistake or any error, mistake or omission of a technical nature, in each case, in any provision of the rightCredit Documents, so long as all non-consenting Lenders whose individual then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent is required are treated as described of any other party to any Credit Documents and, in either cases not covered by preceding clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowere), if the respective Lender’s consent same is required with respect not objected to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), writing by the Required Lenders within five (determined after giving effect to the proposed action5) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result Business Days following receipt of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a)notice thereof.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties each Borrower party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without -------- the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iviii) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) Banks or (viv) consent to the assignment or transfer by the by, or discharge or termination of, any Borrower of any of its rights and obligations under this Agreementany Credit Document; provided, provided further, that ---------------- no such change, waiver, discharge or termination shall (1x) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2y) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiiiv), inclusive, of the first proviso to this Section 13.12(a)12.12, the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Borrowers shall have the right, right to replace each such non-consenting Bank or Banks (so long as all non-consenting Lenders whose individual consent is required Banks are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consentso replaced) with one or more Replacement Lenders Banks pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)termination, provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge ---------------- or termination shall (1v) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2w) without the consent of each Issuing LenderLetter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the Swingline LenderBTCo, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, Borrower if the respective Lender’s Bank's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender Bank which gave rise to the need to obtain such Lender’s Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent and/or cash collateralize its applicable Adjusted RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, -------- unless the Revolving Loan Commitments Commitment which are is terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the ---------------- Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Samples: Credit Agreement (Alliance Imaging of Michigan Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan A/RF Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Loans and Commitments are included on the Original Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that ---------------- no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2x) without the consent of each Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3y) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative such Agent or (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-non- consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Bank's Commitments in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower ---------------- shall not have the right to replace a LenderBank, terminate any of its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing writing-signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being other than a Defaulting Bank) directly affected in the case of following clause (i))thereby, (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, the Borrowing Base, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2x) without the consent of each BTCo and any other Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit issued by it, (3y) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent Agent, or (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) -107- 115 through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of its and repay all outstanding Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Bank in accordance with Sections 4.02(b3.02(b) and/or 4.01(v), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Revolving Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and schedules and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and Collateral Agreement and the other Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that provided, that, no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateLoan, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 11.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Loans on the Effective Closing Date or Restatement Date, as applicable), (iv) release all or substantially all of the aggregate value of the Subsidiaries Guaranty, (v) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments and/or Loans are included on the Effective Closing Date and the Restatement Date) or ), (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; or (vii) change the denomination of currency of any Loan; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision of this Agreement or any other Credit Document as same relates to the rights or obligations of the Administrative Agent or (53) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a11.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of all outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(bSection 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Lender or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a11.12(a).
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 11.12, the Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the provisions of Section 2.14, enter into an Incremental Loan Commitment Agreement, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Incremental Loan Lender of such Incremental Loan Commitment Agreement, such Incremental Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 11.12.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties each Borrower party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without -------- the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iviii) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) Banks or (viv) consent to the assignment or transfer by the by, or discharge or termination of, any Borrower of any of its rights and obligations under this Agreementany Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall ---------------- (1x) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2y) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiiiv), inclusive, of the first proviso to this Section 13.12(a)12.12, the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, right to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than so long as all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-non- consenting Lender which gave rise to the need to obtain such Lender’s individual consentBanks are so replaced) with one or more Replacement Lenders Banks pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)termination, provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto Borrowers and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest thereon or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)Fees, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of the definition of "Eurocurrency" or of Section 13.06(b) or this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iviii) reduce amend the percentage specified in the definition of Required Lenders Banks, (it being understood thativ) except as provided in Section 13.18 hereof, with release any Guarantor from its obligations under the consent Guaranty or release any material portion of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) Collateral or (v) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, covenants or Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lendera Bank), (2x) without the consent of each ABN AMRO or any successor Issuing LenderAgent, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3y) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights each Bank with a Local Currency Commitment or obligations with respect that has arranged for one of its Local Affiliates to Swingline Loans, (4) without the written consent of the Administrative Agentprovide a Local Currency Commitment, amend, modify or waive any provision of Section 10 1 as same applies to Local Currency Commitments, or (z) without the consent of the Administrative Agent or the Syndication Agent, as applicable, amend, modify or waive any provision of Section 11 as same applies to the Administrative Agent or the Syndication Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Syndication Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Company shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if and repay in full such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of non-consenting Bank's outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which that are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause cause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall must specifically consent thereto, provided, provided further, that in any event the Borrower Company shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1u) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2v) without the consent of each the Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3w) without the written consent of the Swingline LenderBank, alter the Swingline Lender’s Bank's rights or obligations with respect to Swingline Loans, (4x) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5y) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (z) without the consent of the Supermajority Banks, reduce the amount of, or extend the date of, any Scheduled Repayment, or amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) Bank's Commitments and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Bank in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clauses (c), (d), (e), (f), (g), (h), (i), (j) and (k) neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender, except in the case of clause (i)(x)) with Obligations being directly affected in the case of following clause (i))thereby, (ii)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or (y) reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), ) or Fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) or (b) shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Datecredit), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or ), (viv) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this AgreementAgreement (except that, with the consent of the Required Lenders, the Corporation and any other Domestic Dollar Revolving Loan Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) Section 9.02), (v) release any Guarantor from its Guaranty (unless such Guarantor ceases to be a Domestic Dollar Revolving Loan Borrower in accordance with Section 13.12(d)) (it being understood, however, that the assumption by another Person of any Guarantor’s obligations under the Guaranty in connection with a merger or consolidation of such Guarantor, with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of such Guarantor from its Guaranty) or (vi) amend, modify or waive any provision of Section 13.06(a); provided, provided further, that that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (1u) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement, (v) increase the Revolving Loan Commitments (or Sub-Commitments) of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment (or Sub-Commitment) of any Lender, and that an increase in the available portion of any Revolving Loan Commitment (or Sub-Commitment) of any Lender shall not constitute an increase of the Revolving Loan Commitment (or Sub-Commitment) of such Lender), (2w) without the consent of each Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the each Swingline Lender, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, or (4y) without the written consent of the Administrative respective Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower Corporation shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)termination, provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower Corporation shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
(c) At any time and from time to time after the Effective Date, one or more Persons may become Alternate Currency Revolving Loan Borrowers in accordance with the provisions of Section 6.03 and the definition of Alternate Currency Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute an Alternate Currency Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Alternate Currency Revolving Loan Borrower as such an Alternate Currency Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Alternate Currency Revolving Loans owing by such Alternate Currency Revolving Loan Borrower (and no outstanding Alternate Currency Letters of Credit for which such Alternate Currency Revolving Loan Borrower is an Account Party), and all other amounts then due and payable by such Alternate Currency Revolving Loan Borrower have been paid in full. Any removal of a Person as an Alternate Currency Revolving Loan Borrower shall have no effect on any obligations of such Person as an Alternate Currency Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as an Alternate Currency Revolving Loan Borrower.
(d) At any time and from time to time after the Effective Date, one or more Persons may become Domestic Dollar Revolving Loan Borrowers in accordance with the provisions of Section 6.04 and the definition of Domestic Dollar Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute a Domestic Dollar Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Domestic Dollar Revolving Loan Borrower (other than itself) as a Domestic Dollar Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Domestic Dollar Revolving Loans owing by such Domestic Dollar Revolving Loan Borrower (and no outstanding Domestic Dollar Letters of Credit for which such Domestic Dollar Revolving Loan Borrower is an Account Party), and all other amounts then due and payable by such Domestic Dollar Revolving Loan Borrower have been paid in full. Any removal of a Person as a Domestic Dollar Revolving Loan Borrower shall have no effect on any obligations of such Person as a Domestic Dollar Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as a Domestic Dollar Revolving Loan Borrower.
(e) (I) From time to time after the Effective Date, with the consent of the Corporation and the Administrative Agent, any RL Lender may agree (in its sole discretion) to reallocate all or a portion of the Non-Alternate CurrencyDomestic Dollar Revolving Loan Sub-Commitment of such RL Lender as an Alternate Currency Revolving Loan Sub-Commitment of such RL Lender relating to a given Alternate Currency Revolving Loan Sub-Tranche, in any such case pursuant to a written agreement entered into, and executed by, the respective RL Lender, the Administrative Agent, the Corporation and each other relevant Borrower in form and substance satisfactory to such parties (each, an “Alternate Currency Sub-Commitment ReAllocation Agreement”); provided that (x) the Non-Alternate CurrencyDomestic Dollar Revolving Loan Sub-Commitment of the respective Lender shall be decreased by the amount of any increase in an Alternate Currency Revolving Loan Sub-Commitment effected pursuant to the respective Alternate Currency Sub-Commitment Re-Allocation Agreement, (y) arrangements satisfactory to the Administrative Agent shall be made so that, after giving effect to the adjustment to the respective Lender’s Alternate Currency Revolving Loan Sub-Commitment, such Lender participates in all then outstanding extensions of credit on the same basis as it would otherwise have so participated if it had originally had Alternate Currency Revolving Loan Sub-Commitments and a related Non-Alternate CurrencyDomestic Dollar Revolving Loan Sub-Commitment as same will be in effect after giving effect to the changes contemplated by this clause (e)(I) (including arrangements of the type described in the second sentence of Section 13.12(f) below) and (z) without the prior written consent of the Required Lenders, no increase to any Alternate Currency Revolving Loan Sub-Commitment of any Lender relating to a given Alternate Currency Revolving Loan Sub-Tranche shall be made pursuant to this clause (e) if, immediately after giving effect thereto, (1) the aggregate amount of Alternate Currency Revolving Loan Sub-Commitments of all RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the relevant Alternate Currency Revolving Loan Sub-Commitment Sub-Limit for such Alternate Currency Revolving Loan Sub-Tranche or (2) the Total Alternate Currency Revolving Loan Sub-Commitment would exceed the lesser of (I) $1,400,000,000 and (II) the Total Revolving Loan Commitment as then in effect.
Appears in 1 contract
Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with the term "Bank" meaning each Bank having Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement cash), or to Section 13.07 shall not constitute a reduction in reduce the rate of interest amount of, or Fees for extend the purposes of this clause (i))date of, any Scheduled Repayment, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) under the Security Documents or (y) all or substantially all of the Guarantors release Host Marriott from the from their guarantee its obligations under the Host Marriott Guaranty, (iiiiv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (ivv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments Loans are included on the Effective Date), (vi) amend or modify the definition of Applicable EBITDA Factor or any of the percentages set forth in the proviso to the definition of Borrowing Base Property Amount or (vvii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2x) without the consent of each Issuing LenderAgent affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect 11 as same applies to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, (5y) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Agent or (bz) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), without the consent of the Required Lenders is obtained but Supermajority Banks, (i) amend or modify the consent definition of one Supermajority Banks, (ii) amend or more modify any provision of such the Agreement which would permit Holdings or any of its Subsidiaries to pay additional Dividends to, or make additional Investments in or to, Host Marriott or any of its other Lenders whose consent is required is not obtainedSubsidiaries, then (iii) release any Parent Guarantor or Subsidiary Guarantor from its obligations under the Borrower shall have Parents Guaranty or the rightSubsidiaries Guaranty, so long as all non-consenting Lenders whose individual consent is required are treated the case may be (in each case, except as described expressly provided in either clause (Athe Credit Documents) or (Biv) below, to either (A) replace each such non-consenting Lender or Lenders (or, at release any Borrowing Base Property from the option of the Borrower, if Liens created by the respective Lender’s consent is required with respect to less than all Tranches of Loans Mortgage (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long except as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), expressly provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(aCredit Documents).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being other than a Defaulting Lender) directly affected in the case of following clause (i)), and negatively affected,
(i) extend the final scheduled maturity of any Loan or Note or Note, extend the stated expiration date timing for or reduce the principal amount of any Letter of Credit beyond Scheduled Amortization Payment Amount (or any definition used therein to the Revolving Loan Maturity Dateextent used therein), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Fees thereon Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof rates and (it being understood that y) any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release (x) all or substantially all any of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, ),
(iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect 11.13 or of any other Section that expressly requires the consent of all the Lenders to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), do so,
(iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Loans and Commitments are included on the Effective Closing Date) or ),
(v) consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
(vi) substitute or replace the Parent Guarantor, Borrower or any Subsidiary Guarantor or release any Guarantor from the relevant Guaranty, and
(vii) amend, modify or waive Section 2.06; provided, further, that no such change, waiver, discharge or termination shall (1A) increase or extend the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01(b), conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2B) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative such Agent or (5C) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all nonNon-consenting Consenting Lenders whose individual consent is required are treated as described in either clause clauses (Ai) or (Bii) below, to either (Ai) replace each such nonNon-consenting Consenting Lender or Lenders (or, at the option of the Borrower, Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments)) of such Non-Consenting Lender, to replace only the Revolving Loan respective Commitments and/or Loans of the respective nonNon-consenting Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (Bii) terminate such nonNon-consenting Consenting Lender’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Revolving Loan Commitment) ), and/or repay each Tranche of the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandingsconsent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(a), provided that, unless the Revolving Loan Commitments which that are terminated and and/or the Loans which that are repaid pursuant to preceding clause (Bii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ii) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan such Lender’s Commitment or repay its Loans such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a11.13(a).
(c) The Administrative Agent, the Parent Guarantor and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)Fees, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement cash), or to Section 13.07 shall not constitute a reduction in the rate reduce any reimbursement obligations under any Letter of interest or Fees for the purposes of this clause (i))Credit, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Subsidiary Guarantors from the from their guarantee obligations under Subsidiaries Guaranty (except in connection with a sale of such Subsidiary Guarantor in accordance with the Guarantyterms of this Agreement), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to under this Agreement of the type which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement, except mergers and/or consolidations involving one or more Borrowers and another Person (not already a Borrower or a Subsidiary thereof) shall be permitted with the prior written consent of the Required Lenders, provided that the survivor of such merger or consolidation (to the extent not a Borrower) is organized under the laws of the United States or a State thereof and executes and delivers to the Administrative Agent agreements in form and substance satisfactory to the Agents and providing for the assumption by such Person of the obligations of the respective Borrower or Borrowers under this Agreement and the Notes; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2) without the consent of each the Supermajority Lenders, decrease the percentage set forth in Section 9.07 (as in effect on the Effective Date) or amend the definition of Supermajority Lenders, (3) without the consent of the respective Issuing LenderLender or Issuing Lenders, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it (or Acceptances created thereunder) or alter its rights or obligations with respect to Letters of CreditCredit or Acceptances, (34) without the written consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter the Swingline Lender’s its rights or and obligations with respect to Swingline Loans, Loans or (45) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-–consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-–consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-–consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Bank), (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 15.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Pledge Agreement Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)15.12, (iv) release any Guarantor from its obligations under its respective Guaranty except in accordance with the terms thereof, (v) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Restatement Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1v) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2w) without the consent of each any Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) without the consent of the Arranger and the Documentation Agent, amend, modify or waive any provision of Section 13 or any provision as same relates to the rights or obligations of the Arranger or the Documentation Agent or (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge Any request by a Credit Party for a consent or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required waiver with respect to less than all Tranches of Loans (this Agreement or related Revolving Loan Commitments), any other Credit Document shall be made in writing to replace only the Revolving Loan Commitments and/or Loans each of the respective non-consenting Lender which gave rise Agents, and the Administrative Agent shall provide a copy of such request to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, Banks promptly following receipt thereof. The Agents and each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant Banks agree to preceding clause (B) are immediately replaced in full at use their best efforts to respond to any such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a)request promptly.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clauses (c) and (d), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Lenders, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) with Obligations being directly affected in the case of following clause (i))thereby, (i) extend the final scheduled maturity of any Loan or Note (except as a result of the extension of the Maturity Date as provided in Section 1.21) or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateDate (as the same may be extended as provided in Section 1.21), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), ) or Fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) or (b) shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Datecredit), (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or ), (viv) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement; providedAgreement (except that, furtherwith the consent of the Required Lenders, the Corporation may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) Section 9.02) or (v) release the Corporation or Sheraton from its Guaranty (it being understood, however, that the assumption by another Person of the Corporation's or Sheraton's obligations under the relevant Guaranty in connection with a merger or consolidation of the Corporation or Sheraton, as the case may be, with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of the Corporation or Sheraton, as the case may be, from its Guaranty); PROVIDED FURTHER, that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (1u) in the case of any such change, waiver, discharge or termination to or of any Incremental Loan Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Loan Agreement, (v) increase the Revolving Loan Commitments (or sub-commitments) of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment (or sub-commitment) of any Lender, and that an increase in the available portion of any Revolving Loan Commitment (or sub-commitment) of any Lender shall not constitute an increase of the Revolving Loan Commitment (or sub-commitment) of such Lender), (2w) without the consent of each Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the each Swingline Lender, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative respective Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent such Agent, or (5z) without the written consent of Collateral Agentthe Supermajority Lenders of the Term Loans, amendamend the definition of Supermajority Lenders (it being understood that, modify with -128- the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of the Loans and Commitments are included on the Effective Date) or waive waive, or decrease the amount of, any, Scheduled Repayment or extend the date on which any provision relating Scheduled Repayment is required to be made (it being understood and agreed, however, that (I) any reduction in the portion of any Scheduled Repayment payable prior to the rights or obligations Maturity Date to which a Lender may be entitled as a result of the Collateral Agentprovision (and incurrence) of Incremental Term Loans pursuant to Sections 1.01(f) and 1.19 and the absence of any proportionate increase in such Scheduled Repayments at the time of such provision (and incurrence), shall not require the consent of the Supermajority Lenders, (II) nothing in this clause (z) shall be construed to limit the right of each Lender to consent to the extension of the final scheduled maturity date of any Loan or Note on the terms specified in clause (i) of the immediately preceding proviso and (III) if additional term loans (other than Incremental Term Loans) are made pursuant to the Term Loan Tranche, the Scheduled Repayments may be increased on a proportionate basis without the consent of the Supermajority Lenders).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower Corporation shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandingstermination, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower Corporation shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
(c) At any time and from time to time after the Effective Date, one or more Persons may become Alternate Currency Revolving Loan Borrowers in accordance with the provisions of Section 6.04 and the definition of Alternate Currency Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute an Alternate Currency Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Alternate Currency Revolving Loan Borrower as such an Alternate Currency Revolving Loan Borrower on a prospective basis; PROVIDED that at the time of such removal there are no outstanding Alternate Currency Revolving Loans owing to such Alternate Currency Revolving Loan Borrower, and all other amounts then due and payable by such Alternate Currency Revolving Loan Borrower have been paid in full. Any removal of a Person as an Alternate Currency Revolving Loan Borrower shall have no effect on any obligations of such Person as an Alternate Currency Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as an Alternate Currency Revolving Loan Borrower.
(d) From time to time after the Effective Date, if, with the consent of the Corporation and the Administrative Agent, one or more Lenders is willing (at its sole discretion), to increase the amount of its Alternate Currency Revolving Loan Sub-Commitment with respect to one or more Alternate Currencies, then the Alternate Currency Revolving Loan Sub-Commitments of such Lender may be so increased as agreed by it (pursuant to a written agreement entered into, and executed by, the respective Lender, the Administrative Agent and the Corporation); PROVIDED that (x) to the extent the Alternate Currency Revolving Loan Sub-Commitments of the respective Lender are increased, the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender shall be decreased, (y) arrangements satisfactory to the Administrative Agent shall be made so that, after giving effect to the adjustment to the respective Lender's Alternate Currency Revolving Loan Sub-Commitments, such Lender participates in all then outstanding extensions of credit on the same basis as it would otherwise have so participated if it had originally had Alternate Currency Revolving Loan Sub-Commitments and a related Non-Alternate Currency Revolving Loan Sub-Commitment as same will be in effect after giving effect to the changes contemplated by this clause (d) and (z) without the prior written consent of the Required Lenders, no increase to any Alternate Currency Revolving Loan Sub-Commitment of any Lender shall be made pursuant to this clause (d) if, immediately after giving effect thereto, the Total Alternate Currency Revolving Loan Sub-Commitment would exceed the lesser of (x) $350,000,000 and (y) the Total Revolving Loan Commitment as then in effect.
(e) From time to time after the Effective Date, if one or more Alternate Currency Lenders desires to reduce the amount of its Alternate Currency Revolving Loan Sub-Commitment with respect to one or more Alternate Currencies, then the respective Alternate Currency Lender shall provide 30 days' prior written notice thereof to the Corporation and the Administrative Agent, specifying the relevant Alternate Currency Revolving Loan Sub-Commitment to be so reduced and the amount of such reduction; PROVIDED HOWEVER, that no more than one such notice may be delivered by any Alternate Currency Lender in any 3 month period. Any such reduction to an Alternate Currency Revolving Loan Sub-Commitment of any Alternate Currency Lender shall be effective on the 30th day following delivery of the foregoing notice (or, if such 30th day is not a Business Day, the next succeeding Business Day after such 30th day), with the following to occur concurrently therewith: (i) the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender shall be increased by the amount of the reduction to the Alternate Currency Revolving Loan Sub-Commitment of such Lender, (ii) the relevant Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Dollar Revolving Loans and/or Alternate Currency Revolving Loans in a given Alternate Currency of certain of the RL Lenders, and incur additional Dollar Revolving Loans and/or Alternate Currency Revolving Loans in a given Alternate Currency from certain other RL Lenders (including the Incremental RL Lenders) or (y) take such other actions as may be required by the Administrative Agent (including by requiring new Dollar Revolving Loans or Alternate Currency Revolving Loans in a given Alternate Currency to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans (to the extent required to be maintained as Euro Rate Loans) may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that (I) all of the RL Lenders effectively participate in each outstanding Borrowing of Dollar Revolving Loans PRO RATA on the basis of their Dollar Percentages (determined after giving effect to the decrease in the Alternate Currency Revolving -130- Loan Commitment or Commitments of such Lender (and the increase in the Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender) pursuant to this Section 13.12(e)) and (II) all Alternate Currency Lenders with an Alternate Currency Revolving Loan Sub-Commitment in a given Alternate Currency effectively participate in each outstanding Borrowing of Alternate Currency Revolving Loans in such Alternate Currency PRO RATA on the basis of their Alternate Currency RL Percentages as the same relate to such Alternate Currency (determined after giving effect to the decrease in the Alternate Currency Revolving Loan Commitment or Commitments of such Lender (and the increase in the Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender) pursuant to this Section 13.12(e)), (iii) the Corporation shall pay to the respective RL Lenders any costs of the type referred to in Section 1.12 in connection with any repayment and/or Borrowing required pursuant to preceding clause (ii) and (iv) to the extent Dollar Revolving Loans or Alternate Currency Revolving Loans in a given Alternate Currency are to be so incurred or added to the then outstanding Borrowings of the respective such Loans which are maintained as Euro Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrowers such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clause (iv) of the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.
(f) Notwithstanding anything to the contrary contained in clauses (a) through (e) above of this Section 13.12, the Corporation, the Administrative Agent and each Incremental Loan Lender may, in accordance with the provisions of Sections 1.19 and 1.20, enter into an Incremental Loan Commitment Agreement, PROVIDED that after the execution and delivery by the Corporation, the Administrative Agent and each such Incremental Loan Lender of such Incremental Loan Commitment Agreement, such Incremental Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) through (e) above of this Section 13.12.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)thereby), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of the applicability of any post-default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or ), (v) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this AgreementAgreement (except in the circumstances permitted by the exception to the first proviso to the first sentence of Section 13.04(a)) or (vi) amend, waive or modify the approval rights of the Banks in respect of a nine or twelve-month Interest Period as provided in Section 1.09; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1v) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2w) without the consent of each the respective Issuing LenderBank or Issuing Banks, amend, modify or waive any provision of Section 2 with respect to Letters of Credit issued by it or alter its rights or obligations with respect to Letters of CreditCredit issued by it, (3x) without the written consent of BTCo, amend, modify or waive any provision of Sections 1.01(b), (c) and (d) or alter its rights and obligations with respect 153 to Swingline Loans (including, without limitation, the obligations of the other Banks to fund Mandatory Borrowings), (y) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative respective Agent, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative such Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Holdings shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate the Commitment (and related U.K. Sub-Commitment, if any) of such non-consenting Lender’s Revolving Loan Commitment Bank (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment) and/or and repay each Tranche of outstanding Revolving Loans of such Lender Bank which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsBank's consent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(v), provided PROVIDED that, unless the Commitments (and related U.K. Sub-Commitments) terminated, and the Revolving Loan Commitments which are terminated and Loans which are repaid repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments (and related U.K. Sub-Commitments) and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Big Flower Press Holdings Inc /Pred/)
Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clause (c), neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to or the Administrative Agent at the direction of or with the consent of the Required Lenders) (except that the Administrative Agent and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents enter into any amendment of any Credit Document in accordance with the provisions hereof and thereof order to correct any immaterial technical error therein without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Lender), (i) release all or substantially all of (x) the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) the guarantees under the Guaranty and Collateral Agreement, (ii) amend, modify or waive any provision of this Section 14.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iii) reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (1) without the consent of each Lender with Obligations being directly modified, extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).interest
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated ter- minated unless such change, waiver, discharge or termination termi- nation is in writing signed by the respective Credit Parties party hereto or thereto Borrower, and approved by the Ministry of Finance to the extent required by Co- lombian public indebtedness regulations, and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend any scheduled date of payment or the final scheduled maturity of any Loan or Note or Maturity Date, extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateLender’s Commit- ment, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than as a result of any waiver of applicability the applica- bility of any post-default Default increase in interest rates)) thereon, or reduce the fees payable hereunder or principal amount thereof (it being understood that any amendment or modification to of the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))Loan, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 11.06, (except for technical amendments with respect to additional extensions iii) amend or modify the definition of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)Required Lenders, (iv) reduce amend or modify Section 3.04 in a manner that would alter the percentage specified in the definition pro rata sharing of Required Lenders (it being understood thatpayments required thereby, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer Gaceta Oficial Nº4353 35 by the Borrower of any of its rights and obligations under this Agreementany Loan Document (except in accordance with the terms hereof), (vi) change Section 3.04(b) or 3.04(c) in a manner that would alter the pro rata sharing of payments or set- offs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders without the written consent of each Lender directly affected thereby, or (vii) amend, modify or waive any provision of Section 5; provided, provided further, that no such change, waiver, discharge or termination shall (1x) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline such Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same ap- plies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administra- tive Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, requiring the consent of the first proviso to Section 13.12(a), Re- quired Lenders and for which the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as as, at the time of such replacement, each such Replacement Re- placement Lender consents to the proposed change, waiver, discharge or termination for which consent of the Required Lenders was obtained, or (B) terminate repay the portion of the outstanding Loan due to such non-consenting Lender’s Revolving Loan Commitment (if , so long as all Loans, together with accrued and unpaid in- terest and all other amounts, owing to such Lender’s consent is required as a result Lender are re- paid concurrently with the effectiveness of its Revolving Loan Commitment) and/or repay each Tranche of such termination and at such time, unless the respective Lender continues to have outstanding Loans of hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agree- ment, except with respect to indemnification under Sec- tion 10.06, which gave rise shall survive as to the need to obtain such repaid Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), ; provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding out- standing Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders Banks (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of or by the Borrower may be released from, the Guaranty and the Security Documents in accordance Administrative Agent with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or Required Banks) and delivered to the Required Lenders), Administrative Agent; provided that no such change, waiver, discharge or termination shall, (a) without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i))Bank, (i) extend the final any scheduled maturity of any Loan Loan, Unpaid Drawing or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate of interest or fees or extend the time of payment of principal, interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)fees, or reduce the principal amount thereof (it being understood except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 2.14 or pursuant to Section 1.2 shall not constitute a reduction in the rate of interest or Fees any fees for the purposes of this clause (ia)), ) or (ii) subordinate the Obligations (or any portion thereof) in right of payment to any other Debt unless such subordination is expressly permitted as of the Closing Date or (b) without the consent of each Bank (i) release (x) all or substantially all of the Collateral value of the Guaranties of the Borrower’s Obligations by the Guarantors (except except, in the case of any Guarantor, in connection with the sale of such Guarantor in accordance with the terms of this Agreement or as expressly otherwise provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantySection 5.20), (iiiii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)10.5, (iviii) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, (A) with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective DateClosing Date and (B) pursuant to Section 2.16, the Revolving Credit Commitments may be increased and/or Incremental Facilities in the form of term loan facilities may be established and subsequently increased), (iv) amend or modify any provision of Section 10.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder, (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend any Section which would alter the pro rata sharing of payments required thereby or (vii) amend or waive any condition precedent to the occurrence of the Effective Date set forth in Section 3.2; provided, further, that no such change, waiver, discharge or termination shall (1) without the consent of each Letter of Credit Issuer amend, modify or waive any provision of Article 2A or alter its rights or obligations with respect to Letters of Credit, (2) without the consent of the Swing Lender amend, modify or waive any provision of Section 2.1(c) through (g) or alter its rights or obligations with respect to Swing Loans, (3) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Credit Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Credit Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Credit Commitment of such Lender), (2Bank) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 Article 7 or any other provision as the same relates to the rights or obligations of the Administrative Agent Agent. If any Bank does not consent to a proposed amendment, waiver, consent or release with respect to any Credit Document that requires the consent of each Bank and that has been approved by the Required Banks, the Borrower may replace such Non-Consenting Bank in accordance with Section 8.7; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (5together with all other such assignments required by the Borrower to be made pursuant to this paragraph). Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A)(x) none of the Revolving Credit Commitment of such Defaulting Bank, the scheduled maturity of any Loan, Unpaid Drawing or Note of such Defaulting Bank or the time of payment of principal, interest or fees thereon may be increased or extended, and (y) neither the rate of interest or fees nor the principal amount of any Loan, Unpaid Drawing or Note of such Defaulting Bank may be reduced, in each case without the consent of such Defaulting Bank, and (B) any amendment, waiver, or consent hereunder that requires the consent of all Banks or each affected Bank that by its terms disproportionately and adversely affects any such Defaulting Bank relative to other affected Banks shall require the consent of such Defaulting Bank. Notwithstanding anything to the contrary in this Agreement, (i) Incremental Amendments may be effected in accordance with Section 2.16 without the consent of any Person other than as specified in Section 2.16, and (ii) amendments contemplated by Section 2.18 may be effected in accordance with Section 2.18 without the consent of any Person other than as specified in Section 2.18, and (iii) this Agreement may be amended with the written consent of Collateral the Administrative Agent, amendthe Borrower and the Banks providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that, modify or waive any provision relating with respect to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through clause (iii), inclusive, of (a) the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more aggregate principal amount of such other Lenders whose consent is required is Replacement Term Loans shall not obtainedexceed the aggregate principal amount of such Refinanced Term Loans plus accrued interest, then fees and expenses related thereto, (b) neither the Borrower Base Rate Margin nor the SOFR Margin for such Replacement Term Loans shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if be higher than the respective Lender’s consent is required with respect Base Rate Margin or the SOFR Margin for such Refinanced Term Loans, (c) the weighted average life to less maturity of such Replacement Term Loans shall not be shorter than all Tranches the weighted average life to maturity of such Refinanced Term Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents refinancing (except to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required extent of nominal amortization for periods where amortization has been eliminated as a result of its Revolving Loan Commitmentprepayment of the applicable Term Loans) and/or repay each Tranche of outstanding and (d) all other terms applicable to such Replacement Term Loans of such Lender which gave rise shall not be materially more restrictive to the need to obtain such Lender’s consent and/or cash collateralize Borrower and its applicable RL Percentage Subsidiaries (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Letter Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent and, if applicable, the Borrower may, without the consent of any Bank, enter into amendments or modifications to this Agreement or any of the other Credit Documents or enter into additional Credit Documents in order to implement any Benchmark Replacement or any Conforming Changes or otherwise effectuate the terms of Outstandings, Section 8.8 in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition terms of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a)8.8.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver on any Loan or Letter of applicability of any post-default increase in interest rates)Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents Documents, or release any Guarantor (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guarantyother than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its their rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2x) without the consent of each Issuing LenderCITBC, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3y) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as the same applies to the Agent or any other provision as the same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of Collateral the Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate termination; but only if, in each such non-consenting Lender’s Revolving Loan Commitment (if case, such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans Replacement Lender at the time of such Lender which gave rise action is acceptable to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)Agent, provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Samples: Loan Agreement (Grey Wolf Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iviii) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans, Basic Revolving Loan Commitments and Supplemental Revolving Loan Commitments are included on the Restatement Effective Date), (iv) release a Guarantor from its Guaranty or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1w) be effective for purposes of determining whether the conditions to the obligations of the Banks with Supplemental Revolving Loan Commitments to make Supplemental Revolving Loans set forth in Section 5B.02 have been satisfied, without the consent of Banks, the sum of whose Supplemental Revolving Loan Commitments represent an amount greater than 50% of the Total Supplemental Revolving Loan Commitment, (x) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank except pursuant to Section 1.01(c) (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2y) without the consent of each the Issuing LenderBank affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters any Letter of Credit, Credit issued by such Issuing Bank and (3z) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all each non-consenting Lenders Bank whose individual consent is required are is treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Bank with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate all of such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of Bank's Commitments and repay in full its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined both before and after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2) without the consent con sent of each Issuing Lenderthe Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline LenderBTCo, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of and repay in full its out standing Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments Commitment which are is terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Samples: Credit Agreement (McMS Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to extent that any such additional extensions of credit amendment or modification would alter any of the type provided to voting provisions set forth in the Revolving Loan Commitments on the Effective Date)other provisions of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1u) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan the Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2v) without the consent of each the Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3w) without the written consent of the Swingline LenderBank, alter the Swingline Lender’s Bank's rights or obligations with respect to Swingline Loans, (4x) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5y) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (z) without the consent of the Supermajority Banks, reduce the amount of, or extend the date of, any Scheduled Repayment, or amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Restatement Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) Bank's Commitments and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Bank in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Power Ten)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders) (except that the Administrative Agent and the Borrower may enter into any amendment of any Credit Document in order to correct any immaterial technical error therein without the consent of the Credit Parties or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clause clauses (ii)(z), (vi) and (vii) or whose Obligations are being extended in the case of following clauses (i)(x) and (y)), (ii)(x) extend the final scheduled maturity of any Term Loan or Note Term Note, (y) reduce the amount of, or extend the stated expiration date of of, any Letter of Credit beyond the Revolving Scheduled Term Loan Maturity Date, Repayment or (z) reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (ii)(z)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the value of the Subsidiary Guarantors from the from their guarantee obligations under Guaranty (except as expressly provided in the GuarantyCredit Documents), (iii) amend, modify or waive any provision of this Section 13.12 12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments Term Loans on the Effective Closing Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments Term Loans are included on the Effective Closing Date) or ), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Term Loans by the Borrower (offered ratably to all Lenders with Term Loans under the applicable Tranche) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders, (vii) amend, modify or waive any provision of Section 12.04(b) that further restricts assignments thereunder or (viii) have the effect of subordinating the Obligations or Liens created under the Security Documents to any other Indebtedness or Lien; provided, further, provided further that no such change, waiver, discharge or termination shall (1) increase the Revolving Term Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Term Loan Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the Revolving Term Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (53) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (4) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement on the Closing Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Sections 4.01(a) or 4.02(f) (it being understood, however, that (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) any conversion of any Tranche of Term Loans into another Tranche of Term Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), or (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans are included on the Closing Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through ), (ii), (iii), (iv), (v), (vi), and (vii), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of all outstanding Term Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(bSection 4.01(b), ; provided that, unless the Revolving Loan Commitments which are terminated and Term Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Term Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, ; provided further that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Lender or repay its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a12.12(a).
(c) Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Term Loan Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment (to the extent not theretofore terminated) and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 12.04) in full of this principal of and interest accrued on each Term Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(d) Notwithstanding anything to the contrary contained in this Section 12.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiary Guarantors in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Credit Documents and (y) if following the Closing Date, the Administrative Agent and any Credit Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents (other than the Security Documents), then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.
(e) Notwithstanding anything to the contrary contained in this Section 12.12, (i) the Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the provisions of Section 2.14, enter into an Incremental Term Loan Commitment Agreement and make any necessary conforming changes to this Agreement and the other Credit Documents consistent therewith, (ii) the Borrower and the Administrative Agent may enter into amendments to this Agreement and the other Credit Documents in accordance with the provisions of Section 2.15(c) and (iii) the Borrower, the Administrative Agent and each Other Term Loan Lender may, in accordance with the provisions of Section 2.17, enter into a Refinancing Amendment.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Banks, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)11.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (v) release a Guarantor from its Guaranty or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1x) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such Lender), Bank) and (2y) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiivi), inclusive, of the first proviso to Section 13.12(a11.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all each non-consenting Lenders Bank whose individual consent is required are is treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Bank with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of and repay in full its outstanding Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b2.02(b) and/or 3.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which are Commitment terminated and the Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined both before and after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a11.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or Note, extend the stated expiration date timing for or reduce the principal amount of any Letter of Credit beyond the Revolving Loan Maturity DateScheduled Repayment, or reduce the rate or extend the time of payment of interest on any Loan or Fees thereon Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof rates and (it being understood that y) any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)14.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Loans and Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1u) without the consent of the Required First Priority Term Loan Lenders and the Required Second Priority Term Loan Lenders, amend, modify or waiver any provision of Section 12 (or any definition to the extent used therein) or any provision of the Intercreditor Agreement (or any definition to the extent used therein) (v) affect the rights and benefits of a single class of Lenders (and not all Lenders in a like or similar manner) without the consent of the Required First Priority Term Loan Lenders (if such Lenders are the affected class) or the Required Second Priority Term Loan Lenders (if such Lenders are the affected class), as the case may be, (w) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2x) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 13 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, (5y) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (z) without the consent of the Required Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction (other than a Scheduled Repayment), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(aSections 14.12(a) and 14.12(c), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, Borrower if the respective Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving 's First Priority Term Loan Commitment or Second Priority Term Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving First Priority Term Loan Commitment or Second Priority Term Loan Commitment) , as the case may be), and/or repay each Tranche of outstanding Loans and terminate any outstanding First Priority Term Loan Commitments or Second Priority Term Loan Commitments, as the case may be, of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings's consent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(iv), provided that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Second Priority Term Loan Commitment or First Priority Term Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a14.12(a).
(c) The Borrower, the Administrative Agent and each of the Lenders hereby agree that, upon the occurrence of the repayment in full of all outstanding Second Priority Term Loans (if any) and the termination of the Total Second Priority Term Loan Commitments on or prior to May 30, 2003, this Agreement will be amended to delete all references to the Second Priority Term Loans and Second Priority Term Loan Commitments in a manner reasonably satisfactory to the Borrower, the Administrative Agent and each of the Lenders.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Bank), (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 15.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Pledge Agreement Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)15.12, (iv) release any Guarantor from its obligations under its respective Guaranty except in accordance with the terms thereof, (v) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1v) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2w) without the consent of each any Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3x) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (y) without the consent of the Arranger and the Documentation Agent, amend, modify or waive any provision of Section 13 or any provision as same relates to the rights or obligations of the Arranger or the Documentation Agent or (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge Any request by a Credit Party for a consent or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required waiver with respect to less than all Tranches this Agreement or any other Credit Document shall be made in writing to the Documentation Agent and the Documentation Agent shall provide a copy of Loans (or related Revolving Loan Commitments), such request to replace only the Revolving Loan Commitments and/or Loans Banks promptly following receipt thereof. The Agents and each of the respective non-consenting Lender which gave rise Banks agrees to the need use their best efforts to obtain respond to such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a)request promptly.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)affected), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.,
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required Banks are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of and repay its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and 4.01(v), respectively, provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced that in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note Note, or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan A/RF Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Loans and Commitments are included on the Original Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that ---------------- no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2x) without the consent of each Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3y) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agenteach Agent affected thereby, amend, modify or waive any provision of Section 10 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative such Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Bank's Commitments in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided -------- that, unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced re placed in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower ---------------- shall not have the right to replace a LenderBank, terminate any of its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 11.06 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 13.12 11.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (viii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the written consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (42) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Lenders, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the 118 consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its such Issuing Lender's rights or obligations with respect to Letters of CreditCredit issued by it, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s 's rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative each Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) without the consent of the Supermajority Lenders (x) reduce the ratio set forth in Section 9.11 or (y) amend or modify the definition of Consolidated Working Capital Ratio to the extent that such amendment or modification would have the effect of making it easier for the Borrower to comply with Section 9.11 or (7) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s 's consent is required with respect to less than all Tranches of the Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings's consent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to 119
replace a Lender, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Nash Finch Co)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Revolving Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i))thereof, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantySecurity Documents, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)11.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that -------- ------- no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to the Agent or any other provision as same relates to the rights or obligations of the Administrative Agent Agent, or (53) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (iiiv), inclusive, of the first proviso to Section 13.12(a11.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of and repay in full its outstanding Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b2.02(b) and/or 3.01(b), provided that, unless the Revolving Loan Commitments which are -------- Commitment terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the ---------------- Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a11.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided Banks; PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver on any Loan or Letter of applicability of any post-default increase in interest rates)Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents Documents, or release any Guarantor (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guarantyother than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower Company of any of its rights and obligations under this Agreement; providedPROVIDED, furtherFURTHER, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2x) without the consent of each Issuing LenderBTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights Credit or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 as the same applies to the Agent or any other provision as the same relates to the rights or obligations of the Administrative Agent or and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower Company shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such 112 non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of and repay in full its outstanding Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or and cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Outstandings in accordance with Sections 4.02(b3.02(b) and/or 4.01(b); but only if, provided in each such case, such Replacement Bank at the time of such action is acceptable to the Agent, PROVIDED that, unless the Revolving Loan Commitments Commitment which are is terminated and Revolving Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition additional of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto; PROVIDED, provided, furtherFURTHER, that the Borrower Company shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Multiple Draw I/Revolver Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and -121- 123 Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s 's rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative each Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative such Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) reduce the amount of, or extend the date of, any Multiple Draw I Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Multiple Draw I Term Loans, or reduce the amount, or extend the date of, any Multiple Draw II Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Multiple Draw II Term Loans, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) without the consent of the Supermajority Lenders holding both Multiple Draw I Term Loans and Multiple Draw II Term Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Lenders consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) 's Commitments and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(d) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 13.12, the Borrower, the Administrative Agent and each Multiple Draw II Term Loan Lender in respect of any Multiple Draw II Term Loan Sub-Facility may, in accordance with the provisions of Section 1.14, enter into a Multiple Draw II Term Loan Commitment Agreement in respect of such Multiple Draw II Term Loan Sub-Facility, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Multiple Draw II Term Loan Lender of such Multiple Draw II Term Loan Commitment Agreement, such Multiple Draw II Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the relevant Guaranty and the relevant Security Documents in accordance with the provisions hereof and thereof (without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Credit Document Obligations being directly affected in the case of following clauses (1)(z) and (vi) or whose Credit Document Obligations are being extended in the case of following clause (ii)(x) or (i)(y)), (ii)(x) extend the final scheduled maturity of any Loan or Note Term Note, (y) reduce the amount of, or extend the stated expiration date of, any Scheduled Term Loan Repayment (in each case of (x) and (y), other than any extension for administrative convenience agreed by the Administrative Agent or by reason of any Letter of Credit beyond the Revolving Loan Maturity Datewaiver of, or consent or departure from, any Default or Event of Default or any mandatory prepayment; it being understood that no amendment or modification to the financial definitions in this Agreement (including any ratio) used in the calculation of any mandatory prepayment (including any component definition thereof) shall constitute such an extension or reduction), or (z) reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any no amendment or modification to (X) the financial definitions in this Agreement or to Section 13.07 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) and (Y) the MFN Provision shall constitute a reduction or forgiveness of any principal amount due hereunder), (ii) release (x) all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) under the Security Documents or (y) release all or substantially all of the value of the Guaranty made by the Subsidiary Guarantors from (except as expressly provided in the from their guarantee obligations under the GuarantyCredit Documents), (iii) amend, modify or waive any provision of this Section 13.12 12.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments Term Loans on the Effective Closing Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments Term Loans are included on the Effective Closing Date) or ), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its their rights and obligations under this Agreement, (vi) amend, waive or modify any provision of Section 10.02 or (vii) amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Term Loans by the Borrower (offered ratably to all Lenders) at a discount to par on terms and conditions approved by the Administrative Agent and the Required Lenders; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Term Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Term Loan Commitment or a mandatory repayment of Term Loans shall not constitute an increase of the Revolving Term Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Term Loan Commitment of any Lender shall not constitute an increase of the Revolving Term Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 11 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (53) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (4) amend, modify or waive this Agreement (including, without limitation, Section 10.02) or any other Credit Document so as to alter the ratable treatment of Obligations arising under the Credit Documents and Obligations arising under Term Lender Hedging Agreements or the definition of “Hedging Agreement”, “Term Lender Hedging Agreement”, “Term Hedge Provider”, “Secured Parties”, “Obligations”, “Secured Obligations” (as such terms (or terms with similar meanings) are defined in this Agreement or any applicable Credit Document), in each case in a manner adverse to any Term Hedge Provider without the written consent of any such Term Hedge Provider.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivii), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Term Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) or Lenders with one or more Replacement Lenders pursuant to Section 2.12 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of all outstanding Term Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02 and/or 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated and Term Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Term Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Lender or repay its Term Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a12.12(a).
(c) Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 12.04) in full of the principal of and interest accrued on each Term Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended or amended and restated with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans or to permit the refinancing of all outstanding Term Loans (the “Refinanced Term Loans”), with a replacement Term Loan tranche (the “Replacement Term Loans”), respectively, hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of, plus accrued interest, fees, expenses and premiums with respect to, such Refinanced Term Loans, (ii) the Effective Yield with respect to such Replacement Term Loans shall not be higher than Effective Yield with respect to such Refinanced Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except to the extent of amortization or for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans prior to such incurrence), and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or (taken as a whole) less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date then in effect immediately prior to such refinancing.
(e) This Section 12.12 shall be subject to any contrary provision of Section 2.14, or 2.15. In addition, notwithstanding anything to the contrary contained in this Section 12.12, (x) Security Documents (including any additional Security Documents) and related documents executed by Restricted Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Credit Documents and (y) if following the Closing Date, the Administrative Agent and any Credit Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents (other than the Security Documents), then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents; provided that, in each case with respect to the foregoing clauses (x) and (y), the Administrative Agent will not be required to enter into any such amendment, supplement or waiver unless it has received an Officer’s Certificate to the effect that such amendment, supplement or waiver will not result in a breach of any provision in this Section 12.12(e).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Algoma Steel Group Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender all Lenders (with Obligations other than a Defaulting Lender) (it being understood that the Administrative Agent may effect, on behalf of any Lender, any amendment or waiver permitted by hereunder) directly affected in the case of following clause (i)), (i) and negatively affected,
a. extend the final scheduled maturity of any Loan or Note or Note, extend the stated expiration date timing for or reduce the principal amount of any Letter of Credit beyond Scheduled Term Amortization Payment Amounts (or any definition used therein to the Revolving Loan Maturity Dateextent used therein), or reduce the rate or reduce or extend the time of payment of interest on any Loan or Fees thereon Note or Commitment Commission (except (x) in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof rates and (it being understood that y) any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (ii) except to the extent repaid in cash),
b. release (x) all or substantially all any of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty, (iii) ),
c. amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect 11.13 or of any other Section that expressly requires the consent of all the Lenders to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) do so,
d. reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Loans and Commitments are included on the Effective Closing Date) or (v) ),
e. consent to the assignment or transfer by the Borrower or any Subsidiary Guarantor of any of its respective rights and obligations under this Agreement,
f. substitute or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Subsidiaries Guaranty, and
g. amend, modify or waive Section 2.06; provided, further, that no such change, waiver, discharge or termination shall (1A) increase or extend the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of Section 2.01, conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2B) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of the Administrative such Agent or (5C) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a11.13(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required (any such Lender, a “Non-Consenting Lender”) is not obtained, then the Borrower shall have the right, so long as all nonNon-consenting Consenting Lenders whose individual consent is required are treated as described in either clause clauses (Ai) or (Bii) below, to either (Ai) replace each such nonNon-consenting Consenting Lender or Lenders (or, at the option of the Borrower, Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments)) of such Non-Consenting Lender, to replace only the Revolving Loan respective Commitments and/or Loans of the respective nonNon-consenting Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (Bii) terminate such nonNon-consenting Consenting Lender’s Revolving Loan Commitment (if such Non-Consenting Lender’s consent is required as a result of its Revolving Loan Commitment) ), and/or repay each Tranche of the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandingsconsent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(a), provided that, unless the Revolving Loan Commitments which that are terminated and and/or the Loans which that are repaid pursuant to preceding clause (Bii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ii) the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan such Lender’s Commitment or repay its Loans such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a11.13(a), provided, further that such Replacement Lender shall be a bank or financial institution.
(c) The Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement Agree- ment nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (with Obligations being directly affected in the case of following clause (i)other than a Defaulting Bank), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the other than a waiver of the applicability of any post-post- default increase in interest rates)) or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guaranty), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1v) increase the Revolving Loan Commitments Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2w) without the consent of each any Issuing LenderBank that has outstanding Letters of Credit, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit (it being understood and agreed that to the extent any Issuing Bank does not have any Letters of Credit outstanding but such Issuing Bank does not give its consent to any such amendment, modification or waiver, such issuing Bank may, in its sole discretion, resign from being an Issuing Bank hereunder upon written notice to the Borrower and the Administrative Agent), (3x) without the written consent of the Swingline LenderBank, alter the Swingline Lender’s Bank's rights or obligations with respect to Swingline Loans, (4y) without the written consent of the Administrative each Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent such Agent, or (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement or any other Credit Document as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-non- consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of the outstanding Revolving Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or Bank and cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Outstandings in accordance with Sections 4.02(b3.02(b) and 4.01(b), provided that, unless the Revolving Loan Commitments which are terminated Commitment that is terminated, and Revolving Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition addi- tion of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and ) the Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected modified in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the B Term Loans and/or the Revolving Loan Commitments on the Effective Date), (iv) reduce modify the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of B Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; , provided, further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agenteach Agent adversely affected thereby, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (6) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or (8) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any Scheduled B Repayment (except that, if additional Loans are made pursuant to a given Tranche, the scheduled repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (8)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) Commitments and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Bway Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions)Lenders, and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan -120- 122 Commitments on the Original Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, PROVIDED further, that no such change, waiver, discharge or termination shall (1u) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2v) without the consent of each Issuing LenderLetter of Credit Issuer or BTCo as the case may be, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights Credit or obligations with respect to Swingline Loans, (4w) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Sections 4.02(b), 4.02(c) and 4.02(d)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Tranche A Scheduled Repayment, Tranche B Scheduled Repayment or Tranche C Scheduled Repayment, as the case may be, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Original Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, Borrower if the respective Lender’s 's -121- 123 consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s 's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided PROVIDED that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), ; provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver on any Loan or Letter of applicability of any post-default increase in interest rates)Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under all the Security Documents Documents, or release any Guarantor (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Guarantyother than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)12.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower Borrowers of any of its their rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2x) without the consent of each Issuing LenderBTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3y) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent and Co-Agent, amend, modify or waive any provision of Section 10 11 as the same applies to the Agent and Co-Agent or any other provision as the same relates to the rights or obligations of the Administrative Agent or and Co-Agent and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate termination; but only if, in each such non-consenting Lender’s Revolving Loan Commitment (if case, such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans Replacement Lender at the time of such Lender which gave rise action is acceptable to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)Agent, provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower Borrowers shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Samples: Senior Secured Reducing Revolving Credit Agreement (Di Industries Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents (in connection with permitted sales or dispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released) in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided PROVIDED that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly adversely affected in the case of following clause (i)), (i) extend extend, waive or postpone the final scheduled maturity of any Loan or Note or extend extend, waive or postpone the stated expiration date of any Letter of Credit beyond the Revolving Loan RF Maturity Date, or reduce the rate or extend extend, waive or postpone the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral under the Security Documents (except as expressly provided in the Credit DocumentsDocuments (x) under in connection with the Security Documents or termination of commitments hereunder and repayment in full of all amounts owing pursuant hereto and (y) with respect to permitted sales or dispositions of property), or release all or substantially all of the Guarantors from the from their guarantee obligations under Guaranties (except (x) in connection with the Guarantytermination of commitments hereunder and repayment in full of all amounts owing pursuant hereto and (y) in the case of Subsidiary Guarantors as expressly provided in the Subsidiaries Guaranty in connection with permitted sales or dispositions of Equity Interests in the respective Subsidiary Guarantor or Subsidiary Guarantors being released), (iii) amend, modify or waive any provision of this Section 13.12 12.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or ), (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this AgreementAgreement (it being understood that, in each case with the consent of the Required Lenders, Holdings may be released from the Holdings Guaranty and the Security Documents to which it is a party in connection with the consummation of a Qualified Public Offering or after the establishment of Intermediate Holdco, provided that Intermediate Holdco has taken all action required by Section 8.07) or (vi) amend, modify or waive any provisions of Section 12.06(a) providing for payments to be made ratably by the Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in determining any ratable share pursuant to Section 12.06(a) and adjustments to any such Section may be made consistent therewith); provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing LenderLetter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s 's rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative respective Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (6) reduce the amount of, or extend the date of, any Scheduled Repayment without the consent of the Supermajority Lenders holding Term Loans, or amend the definition of Supermajority Lenders without the consent of the Supermajority Lenders holding Term Loans (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above, the provisions of Section 12.18 hereof may be modified (and may only be modified) in accordance with the express requirements of Section 12.18(b) as originally in effect.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a12.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) 's Commitments and/or repay each Tranche Facility of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a12.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination -------- shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments it being understood that with respect to the Consent of the Required Banks, additional extensions of credit pursuant to this the Agreement which afford the protections to such may provide for additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Datevoting or consent rights with respect thereto), (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Restatement Effective Date) or ), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, except that the Borrower may assign or otherwise transfer its rights, obligations and interests hereunder or under the other Credit Documents to any Wholly-Owned Domestic Subsidiary of the Borrower to the extent (but only to the extent) that (i) the Borrower guarantees all of the Obligations of such assignee Subsidiary pursuant to a guaranty in form and substance satisfactory to the Required Banks and (ii) the Required Banks shall have consented to such assignment or transfer, or (vi) release all or substantially all of the Guarantors; provided, provided further, that no such change, waiver, discharge ---------------- or termination shall (1u) increase the Revolving Loan Commitments of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Revolving Loan Commitment of any Lender Bank shall not constitute an increase of in the Revolving Loan Commitment of such LenderBank), (2v) without the consent of each Issuing LenderLetter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3w) without the written consent of the Swingline LenderBTCo, alter the Swingline Lender’s its rights or obligations with respect to Swingline Loans, (4x) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5y) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent and (z) without the consent of the Supermajority Banks, release any Guarantor constituting 10% or more of the assets of the Company and its Subsidiaries (except as expressly set forth in the Subsidiaries Guaranty).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(v), provided that, unless the Revolving Loan -------- Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders remaining Banks (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that the Borrower shall not have ---------------- the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (NRT Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders)Banks, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender Bank (other than a Defaulting Bank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)thereon, or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loan Commitments and Revolving Loan -105- 107 Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1u) increase the Revolving Loan Commitments any Commitment of any Lender Bank over the amount thereof then in effect without the consent of such Lender Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan any Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase of the Revolving Loan Commitment of such LenderBank), (2v) without the consent of each the Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3w) without the written consent of the Swingline LenderBank, alter the Swingline Lender’s Bank's rights or obligations with respect to Swingline Loans, (4x) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5y) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (z) without the consent of the Supermajority Banks, reduce the amount of, or extend the date of, any Scheduled Repayment, or amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loan Commitments and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders Banks is obtained but the consent of one or more of such other Lenders Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) Banks with one or more Replacement Lenders Banks pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) Bank's Commitments and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, Bank in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders Banks (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 13.12(a).. -106- 108
Appears in 1 contract
Samples: Credit Agreement (Scot Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of (x) the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyGuaranties (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 13.12 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase or extend the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving the Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 or any other provision as same relates to the rights or obligations of the Administrative Agent or (53) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iii), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Short Term Credit Agreement (CURO Group Holdings Corp.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof rates and (it being understood y) that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyDocuments, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)13.12, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementAgreement or any other Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (1t) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment Commitments shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2u) without the consent of each the Swingline Lender, -131- 138 alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing LenderBank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3w) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or Agent, (5x) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and (c)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Majority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, Borrower if the respective Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Term Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings's consent, in accordance with Sections 4.02(b3.02(b) and/or 4.01(iv), provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined both before and after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release (x) all or substantially all of the Collateral (except (x) as expressly provided in the Credit Documents and (y) any release after the Term Loan Satisfaction Date as contemplated by Section 13.17) under all the Security Documents, (iii) at any time prior to the Term Loan Satisfaction Date, release any Subsidiary Guarantor (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the Subsidiaries Guaranty, (iiiiv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of each the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the written consent of the Swingline Lender, alter the Swingline Lender’s 's rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) 's Commitments and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments which that are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), ) the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (First Horizon Pharmaceutical Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties Obligor party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity DateNote, or reduce the rate of interest or fees or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates)fees, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions of "Leverage Ratio" and "Reduction Discount" set forth in this Agreement or to Section 13.07 shall 1.02 may not constitute result in a reduction in the any rate of interest or Fees fees for the purposes of this clause (i)) without the consent of each Lender), (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Loan Documents) under all the Security Documents or (y) all or substantially all of the Guarantors from the from their guarantee obligations under the GuarantyCollateral Documents, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date)10.05, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of the Agent, amend, modify or waive any provision of Article 7 or any other provision as same relates to the rights or obligations of the Agent, (3) without the consent of the Swingline Lender, amend, modify or waive any provision relating to the rights or obligations with respect to Swingline Loans (including, without limitation, the obligations of other RL Lenders to fund Mandatory Borrowings), (4) without the consent of each LC Issuing LenderBank, amend, modify or waive any provision of Section 2 2.16 or alter its rights or obligations with respect to Letters of Credit, (35) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reductions), as between the various Tranches pursuant to Section 2.10 or 2.11 (excluding Sections 2.10(b) and (c)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (6) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent Supermajority Lenders of the Administrative Agentrespective Tranche, amend, modify amend the definition of Supermajority Lenders or waive or decrease the amount of any provision Scheduled Repayment of Section 10 or any other provision as same relates to the rights or obligations of the Administrative Agent or (5) without the written consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agentsuch affected Tranche.
(b) If, in connection with any proposed changechange to, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiiv), inclusive, of the first proviso to Section 13.12(a10.05(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.12 8.06 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Sections 4.02(b)termination, provided that, unless the Revolving Loan Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced that in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a10.05(a).
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)affected), (i) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification except to the financial definitions extent repaid in cash), or, in connection with the consummation of the AMFM/Clear Channel Merger, amend this Agreement or such that the Total Commitment is not automatically terminated and all then outstanding Loans are not required to Section 13.07 shall not constitute a reduction in be repaid upon the rate occurrence of interest or Fees for the purposes of this clause (i))such event, (ii) release (x) all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under the Security Documents or (y) all or substantially all Pledge Agreement other than in connection with a sale of the Guarantors from the from their guarantee obligations such Collateral otherwise permitted under the GuarantyCredit Documents, (iii) release any Guaranty of all or any portion of the Obligations, except in connection with a merger, sale or other disposition otherwise permitted hereunder (in which case, such release shall require no further approval by the Lenders), (iv) amend, modify or waive any provision of this Section 13.12 (except for technical amendments it being understood that, with respect to the consent of the Required Lenders, the holders of additional extensions of credit pursuant to this Agreement which afford may be granted similar voting rights as included for the protections to such additional extensions of credit holders of the type provided to the Term Loans or Revolving Loan Commitments on the Effective DateLoans), (ivv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (1w) increase the Revolving Loan Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of in the Revolving Loan Commitment of such Lender), (2x) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3y) without the written consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the written consent of the Administrative Agent, amend, modify or waive any provision of Section 10 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of the Administrative Agent or such Agent, and (5z) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (iiivi), inclusive, of the first proviso to Section 13.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s 's consent is required with respect to less than all Tranches of Loans (or related Revolving Loan Commitments), to replace only the Revolving Loan respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s 's individual consent) with one or more Replacement Lenders pursuant to Section 2.12 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan 's Commitment (if such Lender’s consent is required as a result of and repay its Revolving Loan Commitment) and/or repay each Tranche of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of OutstandingsLoans, in accordance with Sections 4.02(b3.02(b) and/or 4.01(b), provided that, that unless the Revolving Loan Commitments which are terminated terminated, and Loans which are repaid repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then then, in the case of any action pursuant to preceding clause (B), all of the Required Lenders (determined after before giving effect to the proposed action) shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Capstar Broadcasting Partners Inc)
