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 thereto and the Required Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by the Borrowers of any of their rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (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 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 in the Revolving Loan Commitment of such Lender), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Secured 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 thereto and the Required Lenders; provided , PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of 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(a) shall not constitute a reduction in any the rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, PROVIDED further, that no such change, waiver, discharge or termination shall (wu) 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 in the Revolving Loan Commitment of such Lender), (xv) without the consent of BTCo.each Letter 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 CreditCredit or Swingline Loans, (yw) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Administrative Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (zx) without the 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).
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (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 maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers any Borrower of any of their its rights and obligations under this Agreement, except that the U.S. 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 U.S. Borrower to the extent (but only to the extent) that (i) the U.S. 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 (wt) without the consent of the Majority Lenders of each Sub-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 Sub-Tranche in the case of an amendment to the definition of Majority Lenders), 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 credit pursuant to the various Sub-Tranches are included on the Initial Borrowing Date) or alter the required application of any prepayments, repayments or commitment reductions, as the between the various Sub-Tranches, pursuant to Sections 3.02, 3.03 or 4.02 (excluding Section 4.02(b))(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 Sub-Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches or Sub-Tranches of term loans are extended after the Initial Borrowing Date with the consent of the Required Banks as required above, such Tranches and/or Sub- Tranches may be included on a pro rata basis in the various prepayments or repayments required pursuant to Section 4.02), (u) without the consent of the Supermajority Banks of the Term Loans, reduce the amount of, or extend the date of, any Scheduled Repayment owing with respect thereto, 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 Supermajority Banks on substantially the same basis as the extensions of Term Loans on the Initial Borrowing Date), (v) 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 in the Revolving Loan Commitment of such LenderBank), (xw) without the consent of BTCo.each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of CSFB, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent and Co-AgentAgents, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Agent Agents or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent Agents and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (MTL 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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final 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 on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y3) without the consent of the Agent and Co-Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (z5) without the consent of the 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 -113- 115 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 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 Tranche A Term Loan Scheduled Repayment without the consent of Supermajority Lenders holding Tranche A Term Loans, or reduce the amount, or extend the date of, any Tranche B Term Loan Scheduled Repayment without the consent of the Supermajority Lenders holding Tranche B Term Loans, or amend the definition of Supermajority Lenders without the consent of the Supermajority Lenders holding both Tranche A Term Loans and Tranche B 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 Loan Commitments are included on the Effective Date).
Appears in 1 contract
Samples: Credit Agreement (Infousa 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; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final 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 (unless such Letter of Credit is fully cash collateralized in a manner and pursuant to documentation satisfactory to the Administrative Agent), or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.each Issuing Lender affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y3) without the consent of the Agent and Co-any Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (z4) without the 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 Lenders of each Tranche which is being allocated a lesser prepayment or repayment 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, as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b) and (c)) (although the Required Lenders may (I) waive, in whole or in part, any such prepayment or repayment, so long as the application, as amongst the various Tranches, of any such prepayment or repayment which is still required to be made is not altered and (II) agree to additional extensions of credit made after the Initial Borrowing Date (and not pursuant to the Commitments as in effect on the Initial Borrowing Date) on substantially the same basis as the other extensions of credit made pursuant to this Agreement) or (6) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Tranche A-1 Scheduled Repayment, Tranche A-2 Scheduled Repayment or Tranche B Scheduled Repayment, as the case may be, or amend the definition of Supermajority Lenders (although the Required Lenders may agree to additional extensions of credit made after the Initial Borrowing Date (and not pursuant to the Commitments as in effect on the Initial Borrowing Date) on substantially the same basis as the other extensions of credit made pursuant to this Agreement).
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 thereto Borrowers and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting 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 maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest thereon or Fees on any Loan or Letter of Credit thereonFees, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of the definition of "Eurocurrency" or of Section 13.06(b) or this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers any Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w) 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 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 in the Revolving Loan Commitment of such Lendera Bank), (x) without the consent of BTCo.ABN AMRO or any successor Issuing Agent, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the 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 and Co-or the Syndication Agent, as applicable, amend, modify or waive any provision of Section 11 as the same applies to the Administrative Agent and Co-or the Syndication Agent or any other provision as the same relates to the rights or obligations of the Administrative Agent and Co-Agent and (z) without or the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Syndication Agent.
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 thereto and the Required Lenders; provided , PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of 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(a) shall not constitute a reduction in any the rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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, the Initial A Term Loan Commitments, the Revolving Loan Commitments and the Acquisition 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, the Initial A Term Loan Commitments, Revolving Loan Commitments and the Acquisition Loan Commitments are included on the Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (wu) 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 in the Revolving Loan Commitment of such Lender), (xv) without the consent of BTCo.each Letter of Credit Issuer or the Swingline Lender, 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 CreditCredit or Swingline Loans, (yw) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Administrative Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (zx) without the 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 and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans, Revolving Loans and Acquisition 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 (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 Acquisition Loan 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, Initial A Term Loan Commitments, Revolving Loan Commitments and Acquisition Loan Commitments are included on the Effective Date).
Appears in 1 contract
Samples: Security Agreement (Symons 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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof thereon (it being understood except 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(a) shall not constitute a reduction in any the rate of interest or fees for 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 all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this AgreementAgreement or any other Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (wt) 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 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 in the Revolving Loan Commitment of such Lender), (xu) without the consent of BTCo.the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yw) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Administrative Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (zx) without the 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).
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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 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 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 Maturity Datefinal scheduled maturity of any Loan or Note, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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 11.07(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1211.12(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 Loans on the 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 116 -110- or transfer by Parent or the Borrowers of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 in of the Revolving Loan Commitment of such Lender), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y2) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 10 or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of the Administrative Agent and Co-Agent and or (z3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto each Borrower and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) Bank (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final Maturity Datefinal scheduled maturity of any Loan, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 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 116 -110- or transfer by the Borrowers any Borrower of any of their 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 (wi) 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 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 the Commitment of any Lender Bank shall not constitute an increase in the Revolving Loan Commitment of such Lender), Bank) or (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yii) without the consent of the Agent and Co-AgentAgents, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent Agents or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral an Agent.
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 thereto each Borrower and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) Bank (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final Maturity Datefinal scheduled maturity of any Loan, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of Section 1.14 or this Section 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 116 -110- or transfer by the Borrowers any Borrower of any of their 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 (wi) 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 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 the Commitment of any Lender Bank shall not constitute an increase in the Revolving Loan Commitment of such Lender), Bank) or (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yii) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
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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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (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 maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by Holdings or the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or ---------------- termination shall (w1) 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 in the Revolving Loan Commitment of such LenderBank), (x2) without the consent of BTCo.each 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, (y3) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Agent, (z4) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (5) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Collins & Aikman Floor Coverings 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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this AgreementAgreement or any other Credit Document; provided, provided further, that no such change, ---------------- waiver, discharge or termination shall (wv) 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 in the Revolving Loan Commitment of such LenderBank), (xw) without the consent of BTCo.each 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, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent and Co-AgentAgents, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Agent Agents or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent Agents and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Pacer Express 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 thereto and the Required Lenders; provided Banks, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by Holdings or the Borrowers Borrower of any of their 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 (w1) 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 in the Revolving Loan Commitment of such LenderBank), (x2) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (y3) without the consent of the Agent and Co-each Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (z4) without the 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.
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 thereto Borrowers and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby modified in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note beyond the Maturity Date, or reduce the rate or extend the time of payment of interest thereon or Fees on (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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 11.07(a) shall not constitute a reduction in any the rate of or interest or fees Fees for the purposes of this clause (i)), (ii) release Trizec, Holdings, THOPI or all or substantially all of the Collateral Subsidiary Guarantors from their respective obligations under the Guaranty or the Pledge Agreement to which it is (except or they are) a party or release all or substantially all of the collateral pledged under the Pledge Agreement (except, in each case, as expressly provided in permitted by the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.12, 11.12 (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, except for technical amendments with the consent of the Required Lenders, respect to additional extensions of credit pursuant to this Agreement may be included in which afford the determination protections to such additional extensions of credit of the Required Lenders on substantially type provided to the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date), (iv) amend the definition of Required Lenders or (v) consent to the assignment 116 -110- or transfer by the Borrowers or Trizec or any other Credit Party of any of their its rights and obligations under this AgreementAgreement or any other Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 Revolving Loan Commitment of any Lender shall not constitute an increase in the Revolving Loan Commitment of such Lender), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y2) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
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 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 on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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 any 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 Security Credit Documents) under all the Security Documents, Documents or release any Guarantor (other than in connection with a sale otherwise permitted hereby)y) all or substantially all of the Guarantors from their guarantee obligations under the Guaranty, (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 or provided to the Term Loans on the Amendment No. 2 Effective Date, as applicable), (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 and the Term Loans are included on the Amendment No. 2 Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (w1) increase the Revolving Loan Commitments or Term Loans 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 in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y3) without the written consent of the Agent and Co-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 11 as the same applies to the Agent and Co-Agent 10 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (z5) 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) reduce the amount of, or extend the date of, any Scheduled Repayment or make any change to Section 5.02A without the consent of the Lenders holding a majority in aggregate amount of the Term Loans, or (7) amend, modify or waive any provision of Section 7 (including amendment, modification or waiver of any representation or warranty referenced in Section 7.01(ii)) in any manner that would permit a Credit Event that would not otherwise be permitted without the consent of the Lenders holding a majority in aggregate amount of the Total Revolving Loan Commitment.
Appears in 1 contract
Samples: 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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)thereby), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees on any Loan or Letter of Credit 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 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this AgreementAgreement 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, provided further, that no such change, waiver, discharge or termination shall (wv) 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 in the Revolving Loan Commitment of such LenderBank), (xw) without the consent of BTCo.the respective Issuing Bank 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, (x) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans (including, without limitation, the obligations of the other Banks to fund Mandatory Borrowings), (y) without the consent of the Agent and Co-respective Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-such Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 (other than in accordance with Section 2.16) 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 annexed) may be modified to reflect such additions), and Restricted 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 consent of each Lender (other than than, except with respect to the following clause (i), 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 Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor all or substantially all of the value of the Guaranty made by the Guarantors (other than except as expressly provided in connection with a sale otherwise permitted herebythe Credit Documents), (iii) amend, modify or waive any provision of this Section 12.1213.12(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 release, assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement, (vi) amend, modify or waive the application of payments set forth in Sections 5.02(d), 5.03(d) or 13.06 hereof, Section 7.4 of the Security Agreement or Section 9 of the Pledge Agreement or (vii) subordinate the Liens granted for the benefit of the Lenders in respect to the Collateral under any of the Security Documents except to the extent provided in the Intercreditor Agreement; provided, further, that no such change, waiver, discharge or termination shall (w1) 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 in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.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, (y3) without the consent of the Agent and Co-Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (z5) without the consent of the Collateral Agent, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Agent, (6) without the consent of the Collateral Monitors, amend, modify or waive any provision of the Agreement or any other Credit Documents relating to the rights or obligations of the Collateral Monitors or (7) without the consent of the Supermajority Lenders, (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 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 and Eligible Inventory (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Collateral Monitors in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent).
Appears in 1 contract
Samples: Intercreditor Agreement (Southeastern Grocers, LLC)
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 thereto Borrower and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby modified in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of or interest or fees Fees for the purposes of this clause (i)), (ii) release the Temporary Guarantor from its obligations under the Temporary Guaranty or release all or substantially all of the Collateral Subsidiary Guarantors from their respective obligations under the Subsidiaries Guaranty (except except, in each case, as expressly provided in permitted by the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 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 Loans are included on the Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower or the Temporary Guarantor of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 Revolving Loan Commitment of any Lender shall not constitute an increase in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (3) 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, Credit or (y4) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
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 terminated unless such change, waiver, discharge or termination is in writing signed by the respective 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 in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto and or the Required Lenders; ), provided that no such change, waiver, discharge discharge or termination shall, without the 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 final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond its Maturity Date, or reduce the rate or extend the time of payment payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all this Agreement or the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby)Orders, (iii) amend, modify or waive any provision of this Section 12.1213.12(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 Closing 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge discharge or termination shall (w1) 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 modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction 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 constitute an increase in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.each Issuing Lender, amend, modify or waive any provision of Section 2 3 or alter its rights or obligations obligations with respect to Letters of Credit, (y3) without the consent of the Agent Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, and Co-(4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision provision as the same relates to the rights or obligations of the Administrative Agent; provided further, that only the written concurrence of the Administrative Agent shall be required in connection with any amendment, modification, supplement or waiver of any provision of the Orders (or any combination thereof), unless provided otherwise in the Orders. To the extent applicable, any such amendment, supplement or modification of this Agreement shall amend, supplement or modify the Exit Facility Agreement as may be mutually agreed by the Administrative Agent and Co-Agent and (z) the Borrower without the consent of the Collateral Agent, amend, modify or waive further action by any provision relating to the rights or obligations of the Collateral Agentother party hereto.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Lee Enterprises, 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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (it being understood that with the Consent of the Required Banks, additional extensions of credit pursuant to the Agreement may provide for additional voting 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 116 -110- or transfer by the Borrowers Borrower of any of their 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 (wu) 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 in the Revolving Loan Commitment of such LenderBank), (xv) without the consent of BTCo.each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yw) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (x) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Administrative Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (zy) without the 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).
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Holdings or any Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge ---------------- or termination shall (w) 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 in the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo.each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 11 12 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; provided Banks, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)affected), (i) extend the Final final scheduled maturity of any Loan or Note or extend the Stated 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 on thereon (except in connection with a waiver of applicability of any Loan or Letter of Credit thereonpost-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 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (w1) 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 in the Revolving Loan Commitment of such LenderBank), (x2) without the consent of BTCo.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 with Revolving Loan Commitments to fund Mandatory Borrowings), (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y4) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Administrative Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Administrative Agent, (z5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, and (6) without the consent of the Majority Banks of any Tranche of Term Loans, amend the definition of Majority Banks with respect to such Tranche, or this clause (6), 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(A) (excluding Sections 4.02(A)(b), (c) or (d)) with respect to such Tranche (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, except pursuant to Sections 4.02(A)(b), (c) or (d), 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).
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided -------- further, that no such change, waiver, discharge or termination shall (w1) ------- 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 in the Revolving Loan Commitment of such LenderBank), (x2) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (y3) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and Agent, (z4) without the 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(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, modify or waive any Scheduled Repayment of such affected Facility.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)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 Final Maturity Date, or reduce the rate or extend the time of payment of interest (other than a waiver of the applicability of any post- default increase in interest rates) or Fees on any Loan or Letter of Credit 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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wv) 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 in of the Revolving Loan Commitment of such LenderBank), (xw) without the consent of BTCo.any Issuing Bank 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), (x) without the consent of the Swingline Bank, alter the Swingline Bank's rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent and Co-each Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, or (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note, or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit 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(a) shall not constitute a reduction in any the rate of interest or fees any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such ---------------- change, waiver, discharge or termination shall (w) 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 in the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the each Agent and Co-Agentaffected thereby, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-such Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note, or extend the stated expiration date of any Letter of Credit beyond the A/RF Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit 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(a) shall not constitute a reduction in any the rate of interest or fees any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that ---------------- no such change, waiver, discharge or termination shall (w) 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 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 in the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the each Agent and Co-Agentaffected thereby, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-such Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for 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 Security Documents) under all the Security Documents, Documents or release any Guarantor (other than in connection with a sale otherwise permitted hereby)y) all or substantially all of the Guarantors from the Subsidiaries Guaranty, (iii) amend, modify or waive any provision of this Section 12.1213.12 (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), (v) amend or modify Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, or (vvi) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this AgreementAgreement or any other Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (wt) 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 in the Revolving Loan Commitment of such Lender), (xu) without the consent of BTCo.each 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, (yv) without the consent of DBTCA, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the Agent and Co-AgentAgents, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Agent Agents or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent Agents and (zx) without the 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 Supermajority Lenders of a relevant Tranche, reduce the amount of or extend the date of, any Scheduled 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 (y)), or (z) 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).
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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby altered in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note, extend the stated 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 on any Loan Loan, Note or Letter of Credit thereon, or reduce (except (x) in connection with the principal amount thereof waiver of applicability of any post-default increase in interest rates and (it being understood that y) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any the rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wt) 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 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 in the Revolving Loan Commitment of such Lender), (xu) without the -116- 123 consent of BTCo.the Swingline Lender or, in the case of Letters of Credit, the respective Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (yv) without the consent of the Agent and Co-respective Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and respective Agent, (zw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (x) except as provided in Section 13.19(b), 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 reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and 4.02(c)) (although (x) 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 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 with the Term Loans in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and 4.02(c) and any section providing scheduled repayments for any new Tranche of Term Loans), (y) without the consent of the Majority Lenders of the respective Tranche of Term Loans, decrease the amount of any Scheduled Repayment of such Tranche or extend the date thereof, or (z) 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 Commitments are included on the Effective Date).
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 Pledge Agreement 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 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 Maturity Datefinal scheduled maturity of any Loan or Note, or reduce the rate or extend the time of payment of interest interest, premium or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i))) or call protection under Section 4.02 with respect thereto, or waive any condition in Section 6, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Pledge Agreement or the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby)Agreement, (iii) amend, modify or waive any provision of this Section 12.1213.12(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 Loans 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 Loans are included on the Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (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 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 in the Revolving Loan Commitment of such Lender)shall, (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y1) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Administrative Agent and Co-Agent and or (z2) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral AgentAgent or (3) without the consent of the Required Lenders, amend, modify or waive any provision or clause of, or any condition set forth in, Section 6.
Appears in 1 contract
Samples: Intercompany Subordination Agreement (Lee Enterprises, 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 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 Maturity Datefinal scheduled maturity of any Loan or Note, 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 on (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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 14.07(a) shall not constitute a reduction in any the rate of interest or fees the amount of Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1214.12, (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 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 116 -110- or transfer by the Borrowers Borrower of any of their respective rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 in of the Revolving Loan Commitment of such Lender), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y2) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Administrative Agent and Co-Agent and or (z3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, -------- discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (it being understood that with the Consent of the Required Banks, additional extensions of credit pursuant to the Agreement may provide for additional voting 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 116 -110- or transfer by the Borrowers Borrower of any of their 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 (wv) 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 in the Revolving Loan Commitment of such LenderBank), (xw) without the consent of BTCo.each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Administrative Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Administrative Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge ---------------- or termination shall (wv) 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 in the Revolving Loan Commitment of such LenderBank), (xw) without the consent of BTCo.each Letter of Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 11 12 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
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 thereto and the Required Lenders; provided , PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on thereon (except (x) in connection with the waiver of applicability of any Loan or Letter of Credit thereon, or reduce the principal amount thereof post-default increase in interest rates and (it being understood y) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any the rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 Restatement Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this AgreementAgreement or any other Credit Document; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (wt) 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 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 in the Revolving Loan Commitment of such Lender), (xu) without the consent of BTCo.the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of 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, (yw) without the consent of the Administrative Agent and Co-or the Syndication Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Administrative Agent and Co-Agent or the Syndication Agent, as the case may be, or any other provision as the same relates to the rights or obligations of the Administrative Agent and Co-Agent and or the Syndication Agent, as the case may be, (zx) without the 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 Restatement 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 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), (c), (d) 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 Restatement Effective Date).
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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected 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 Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that except in connection with a waiver of applicability of any amendment or modification to the financial definitions post-default increase in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)rates), (ii) release all or substantially all of the Collateral Subsidiary Guarantors under the Subsidiaries Guaranty (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted herebyof such Subsidiary Guarantor in accordance with the terms of this Agreement), (iii) amend, modify or waive any provision of this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 Revolving Loan the Commitment of any Lender shall not constitute an increase in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.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, (y3) without the consent of the Agent and Co-Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, or (4) without the consent of the respective Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)affected), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with a waiver of applicability of any Loan or Letter of Credit thereonpost-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 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security 151 Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 Restatement Effective Date and Term Loans are included on each Term Loan Borrowing Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this AgreementAgreement or any other Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall (wu) 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 in the Revolving Loan Commitment of such LenderBank), (xv) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yw) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-such Administrative Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (zx) without the 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 Supermajority Banks, amend, modify or change the definition of Supermajority Banks or extend or reduce any Scheduled Term Loan Repayment and (z) without the consent of the Total Supermajority Banks, amend, modify or waive Section 8.04(xiv) or reduce the percentage specified in the definition of Total Supermajority Banks (it being understood that, with the consent of the Total Supermajority Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Total Supermajority Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Restatement Effective Date and Term Loans are included on each Term Loan Borrowing Date). Notwithstanding anything to the contrary contained herein, the Administrative Agent may enter into documentation (including any changes to this Agreement or the other Credit Documents) necessary to effect the increase in the Total Revolving Loan Commitment pursuant to Section 8.04(xiv).
Appears in 1 contract
Samples: Credit Agreement (Capstar Radio Broadcasting Partners 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 thereto and the Required LendersBanks; provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by the Borrowers Company of any of their its rights and obligations under this Agreement; providedPROVIDED, furtherFURTHER, that no such change, waiver, discharge or termination shall (w) 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 in the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final 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 on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except (x) as expressly provided in the Security DocumentsCredit Documents and (y) any release after the Term Loan Satisfaction Date as contemplated by Section 13.17) under all the Security Documents, or (iii) at any time prior to the Term Loan Satisfaction Date, release any Subsidiary Guarantor (other than except as expressly provided in connection with a sale otherwise permitted hereby)the Credit Documents) from the Subsidiaries Guaranty, (iiiiv) amend, modify or waive any provision of this Section 12.1213.12 (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.the Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y3) without the consent of the Agent and Co-AgentSwingline Lender, amend, modify or waive any provision of Section 11 as alter the same applies to the Agent and Co-Agent or any other provision as the same relates to the Swingline Lender's rights or obligations of the Agent and Co-Agent and with respect to Swingline Loans, (z4) without the consent of the 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.
Appears in 1 contract
Samples: 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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note, or extend the stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit 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 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)cash), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 Second Restatement Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers of any of their rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wt) 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 any Revolving Loan 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 in the Revolving Loan Commitment of such LenderBank), (xu) without the consent of BTCo.the respective Issuing Bank 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 or Acceptances, (yv) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans, (w) without the consent of each Agent and Co-Agentaffected thereby, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (zx) without the 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 Supermajority Banks
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands International Inc)
Amendment or Waiver; etc. (avii) 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 thereto and the Required LendersBanks; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final Scheduled Maturity Dates of or extend the stated 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 on any Loan or Letter of Credit 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 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)cash), (ii) release (x) the Guaranty or a Subsidiary Guarantor or (y) all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than Documents in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 Tranche B-1 Term Loans and Revolving Loan Commitments are included on the Amendment Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower or Holdings of any of their its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (wu) 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 in the Revolving Loan Commitment of such LenderBank), (xv) without the consent of BTCo.DBTCA, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yw) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Administrative Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Administrative Agent, (zx) without the 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 Supermajority 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 Supermajority Banks of each Tranche in the case of an amendment to the definition of Supermajority Banks), amend the definition of Supermajority 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 (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, modify or waive any Tranche B-1 Term Loan Scheduled Repayment.
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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit or Bank Guaranty beyond the CL Maturity DateDate or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (except to the extent paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 Credit-Linked Commitments on the Restatement 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 Term Loans and Credit-Linked Commitments are included on the Restatement Effective Date) or ), (v) consent to the assignment 116 -110- or transfer by the Borrowers any Borrower of any of their its rights and obligations under this Agreement, or (vi) release any Borrower Guaranty or waive compliance by either Borrower with its payment obligations under its Borrower Guaranty; provided, further, that no such change, waiver, discharge or termination shall (wp) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) 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 in the Revolving Loan Commitment of such Lender), (xr) without the consent of BTCo.each Issuing Lender affected and Bank Guaranty Issuer affected thereby, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Bank Guaranties, (ys) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-Administrative Agent or any other provision as the same relates to the rights or obligations of the Administrative Agent, (t) without the consent of each Agent and Co-affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent and or any other provision as same relates to the rights or obligations of such Agent, (zu) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (v) 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 in effect on the Restatement Effective 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 Section 4.01 or 4.02 (excluding Section 4.02(a)) (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), (w) 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 Restatement Effective Date), (x) except in cases where additional extensions of credit are being afforded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14, (y) without the consent of the Supermajority Lenders of the respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (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 (y)), 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 Restatement Effective Date) or (z) without the consent of the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the Deposit Bank. Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as may be reasonably requested by the U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in good faith by the U.S. Borrower) at any time does not exceed $5,000,000.
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 thereto Borrowers and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby modified in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of or interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral Subsidiary Guarantors from their respective obligations under the Subsidiaries Guaranty (except except, in each case, as expressly provided in permitted by the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 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 Term Loans and Revolving Loan Commitments Loans are included on the Effective Date) or (v) consent to the assignment 116 -110- or transfer by any of the Borrowers of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) amend, modify or waive any condition precedent set forth in Section 6 with respect to the making of (x) Term Loans, without the consent of the Majority Lenders holding Term Loan Commitments or (y) 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 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 in of the Revolving Loan Commitment of such Lender), (x3) without the consent of BTCo.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, (y5) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, or (z6) without the consent of the 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).
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final 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 of interest or Fees or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereonFees, 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(a) shall not constitute a reduction in any the rate of interest or fees any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, (iii) release a Subsidiary Guarantor from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or release any Guarantor (other than in connection with a the sale otherwise permitted herebyof such Subsidiary Guarantor in accordance with the terms of this Agreement), (iiiiv) amend, modify or waive any provision of this Section 12.1213.12, (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 Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wu) 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 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 in of the Revolving Loan Commitment of such LenderBank), (xv) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yw) without the consent of the Agent and Co-each Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Agents, (zx) without the 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(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, reduce the amount of, or extend the date of, any Scheduled Repayment 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).
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 thereto and the Required Lenders; provided , PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i))thereby, (i) extend the Final final scheduled maturity of any Loan or Note (except as a result of the extension of the Maturity DateDate as provided in Section 1.21) or extend the stated expiration date of any Letter of Credit beyond the Maturity Date (as the same may be extended as provided in Section 1.21), or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees on any Loan or Letter of Credit thereon, 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(a) or (b) shall not constitute a reduction in any rate of interest or fees for 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 all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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), (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), (iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement (except that, with 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) consent 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 assignment 116 -110- or transfer by consent of the Borrowers of any of their rights and obligations under this Agreement; providedRequired Lenders required above, further, that no such change, waiver, discharge or termination shall (wu) 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 Loan 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 in of the Revolving Loan Commitment (or sub-commitment) of such Lender), (xw) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent and Co-respective Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, or (z) without the consent of the Collateral AgentSupermajority 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).
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 thereto Borrower and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby modified in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of or interest or fees Fees for the purposes of this clause (i)), (ii) release 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 Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 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 116 -110- or transfer by the Borrowers Borrower or Trizec of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 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 in of the Revolving Loan Commitment of such Lender), (x3) without the consent of BTCo.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, (y5) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, or (z6) without the consent of the 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).
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wu) 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 in the Revolving Loan Commitment of such LenderBank), (xv) without the consent of BTCo.Chase 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 CreditCredit or Swingline Loans, (yw) without the consent of the Agent and Co-any Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (zx) without the 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); and provided further, that any amendment of this Agreement entered into pursuant to Section 7.10 shall require the consent of only the Borrower and the Administrative Agent. A waiver or amendment to cure any Default or Event of Default shall not be effective for purposes of Section 5.33 unless such waiver or amendment has been consented to by the Majority Banks under the Revolving Credit Facility.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)affected), (i) extend the Final Maturity Datefinal scheduled maturity, or Scheduled Repayment of any Loan or Note or extend the stated maturity of any Letter of Credit beyond July 2, 2004, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with a waiver of applicability of any Loan or Letter of Credit thereonpost-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 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 Second Restatement Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wu) 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 in the Revolving Loan Commitment of -140- 148 such LenderBank), (xv) without the consent of BTCo.the Managing Agent and each other Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yw) without the consent of the Agent and Co-Managing Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Managing Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Managing Agent, (zx) without the consent of the Collateral Agent, amend, modify or waive waive, any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Supermajority Banks, amend, modify or waive the definition of Supermajority Banks or this clause (y), and (z) without the consent of the Total Supermajority Banks, amend, modify or waive Section 9.04(xii) or 9.04(xiii), reduce the percentage specified in the definition of Total Supermajority Banks (it being understood that, with the consent of the Total Supermajority Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Total Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Second Restatement Effective Date) or this clause (z). Notwithstanding anything to the contrary contained herein, the Managing Agent may enter into documentation (including any changes to this Agreement or the other Credit Documents) necessary to effect the increase in the Total Revolving Commitment pursuant to Section 9.04(xiv).
Appears in 1 contract
Samples: Credit Agreement (Chancellor Radio Broadcasting 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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final Maturity Datefinal scheduled maturity of any Revolving Loan or Revolving Note, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all of the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1211.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that -------- ------- no such change, waiver, discharge or termination shall (w1) 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 in the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y2) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 11 10 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 Agent and Co-Agent and Agent, or (z3) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note, or extend the stated 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 on any Loan or Letter of Credit 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 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)cash), (ii) release all or substantially substanti- ally all of the Collateral under all the Security Documents (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 exten- sions of Term Loans and Revolving Loan Commitments are included on the Third Restatement Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers of any of their rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (ws) 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 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 in the Revolving Loan Commitment of such LenderBank), (xt) without the consent of BTCo.the respective Issuing Bank 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 or Acceptances, (yu) without the consent of BTCo, amend, modify or waive any provision of Sections 1.01(c) and (d) or alter its rights and obligations with respect to Swingline Loans, (v) without the consent of each Agent and Co-Agentaffected thereby, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (zw) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (x) without the consent of the Majority Banks of Term Loans, amend the definition of Majority Banks or reallocate any amounts that would otherwise be applied as a mandatory repayment of Term Loans hereunder to the permanent reduction of the Total Revolving Loan Commitment or as a mandatory repayment of Revolving Loans or Swingline Loans, (y) without the consent of the Supermajority Banks of the respective Tranche of Revolving Loans (1) amend, modify or waive any Scheduled Commitment Reduction, or (2) reduce the percentage specified in the definition of Supermajority Banks with respect to such Tranche, and (z) without the consent of the Required Supermajority Banks, (1) release any significant portion of the Collateral under the Security Documents (except as expressly provided in the Credit Documents) or release any significant Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (other than in connection with a transaction permitted pursuant to Section 9.02); provided that no Collateral shall constitute a significant portion of the Collateral and no Subsidiary Guarantor shall constitute a significant Subsidiary Guarantor if the fair market value of the Collateral to be released plus the fair market value of the assets owned or held by such Subsidiary Guarantor is $20 million or less in the aggregate (based on a certificate of the chief financial officer of Furniture Brands taking into account all prior releases) or (2) reduce the percentage specified in the definition of Required Supermajority Banks.
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands International Inc)
Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clauses (c), (d), (e) and (f), 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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i))thereby, (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest (except in connection with a waiver of applicability of any post-default increase in interest rates) or Fees on any Loan or Letter of Credit thereon, 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(a) or (b) shall not constitute a reduction in any rate of interest or fees for 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 all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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), (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), (iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement (except that, with the consent of the Required Lenders, the Corporation and any other 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) or (v) consent release any DRLB Guarantor from its Guaranty (unless such DLRB Guarantor ceases to be a Dollar Revolving Loan Borrower in accordance with Section 13.12(d)) or, except in accordance with the terms thereof, Sheraton from the Sheraton Guaranty (it being understood, however, that the assumption by another Person of any DLRB Guarantor’s or Sheraton’s obligations under the relevant Guaranty in connection with a merger or consolidation of such DLRB Guarantor 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 such DRLB Guarantor or Sheraton, as the case may be, from its Guaranty); provided further, that, in addition to the assignment 116 -110- or transfer by consent of the Borrowers of any of their rights and obligations under this Agreement; providedRequired Lenders required above, further, that no such change, waiver, discharge or termination shall (wu) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Agreement, without the consent of each Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving 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 Loan 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 in of the Revolving Loan Commitment (or Sub-Commitment) of such Lender), (xw) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of each Swingline Lender, alter its rights or obligations with respect to Swingline Loans, or (y) without the consent of the Agent and Co-respective Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
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 thereto and the Required Revolving Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit or Existing Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of Section 9.5(j) or this Section 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement, (vi) modify the provisions of the Orders with respect to the priority of claims thereunder or modify the Super-priority Claim status of the Lenders in respect of any Lender's Loans, extensions of credit hereunder, Existing Letters of Credit or Letters of Credit or (vii) amend, waive or modify any provision of the Credit Documents that expressly provides for the consent of all Lenders; provided, provided further, that no such change, waiver, discharge or termination shall shall, without the consent of all Revolving Lenders (wother than a Defaulting Lender) (i) amend, modify or waive any provision of this Agreement that expressly provides for the consent of all of the Revolving Lenders, (ii) amend the definition of "Required Revolving Lenders", (iii) extend the time for repayment (including final maturity) of any principal amount of the Revolving Loans or increase the Total Revolving Loan Commitment, (iv) increase the advance rate from that set forth in the definition of "Accounts Borrowing Base" or "Inventory Borrowing Base," or (v) amend, modify or waive any provision that expressly provides for the consent of all Revolving Loan Lenders, provided further that no such change, waiver, discharge or termination shall increase the 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 or the Total Term 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 in the Revolving Loan Commitment of such Lender), provided further, that no such change, waiver, discharge or termination shall, without the consent of the Required Lenders, modify the second sentence of Section 4.2(d) or any provision of Section 8.26, provided further, that no such change, waiver, discharge or termination shall, without the consent of all Term Lenders (other than a Defaulting Lender), modify any provision of Section 5.3, provided further that no such change, waiver, discharge or termination shall (x) without the consent of BTCo.each Letter of Credit Issuer, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: American Pad & Paper 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 thereto and the Required Lenders; provided Banks, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (wu) 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 107 in the available portion of any Revolving Loan Commitment of any Lender Bank shall not constitute an increase in the Revolving Loan Commitment of such LenderBank), (xv) without the consent of BTCo.Chase 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 CreditCredit or Swingline Loans, (yw) without the consent of the Agent and Co-any Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (zx) without the 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.
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 thereto and the Required Lenders; provided Banks, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (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 Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, 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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 to the extent that any such amendment or modification would alter any of the voting provisions set forth in the 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (wu) 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 the Commitment of any Lender Bank shall not constitute an increase in of the Revolving Loan Commitment of such LenderBank), (xv) without the consent of BTCo.the Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yw) without the consent of the Agent and Co-Swingline Bank, alter the Swingline Bank's rights or obligations with respect to Swingline Loans, (x) without the consent of the Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Agent, (zy) without the 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).
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 Restatement Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided -------- further, that no such change, waiver, discharge or termination shall (w1) ------- 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 in the Revolving Loan Commitment of such LenderBank), (x2) without the consent of BTCo.BTCo and each other 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, (y3) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and or (z5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for the purposes of this clause (i)), (ii) release all or substantially substantially~all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, ---------------- that no such change, waiver, discharge or termination shall (w1) 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 in the Revolving Loan Commitment of such LenderBank), (x2) without the consent of BTCo.BTCo and each other 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, (y3) without the consent of BTCo, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and or (z5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Nutraceutical International 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 U.S. Borrower may be released from, any 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 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 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 or extend the duration of any Interest Period beyond six months, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (except to the extent paid in cash) (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 any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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 Tranche A Term Loans, Tranche B Term Loans, Tranche C 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 116 -110- or transfer by the Borrowers any Credit Agreement Party of any of their its rights and obligations under this Agreement, or (vi) release the Holdings Guaranty or the U.S. Borrower's Guaranty; provided, provided further, that no such change, waiver, discharge or termination shall (w1) amend, modify or waive any condition precedent set forth in Section 7 with respect to the making of Revolving Loans, Swingline 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 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 in the Revolving Loan Commitment of such Lender), (x3) without the consent of BTCo.each Issuing Lender affected thereby, amend, modify or waive any provision of Section 2 3 or alter its rights or obligations with respect to Letters of Credit, (y4) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (5) without the consent of each Agent and Co-Agentaffected thereby, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (z6) without the consent of the 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 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 Sections 5.01 or 5.02 (excluding Section 5.02(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), (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) 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 Section 2.14 (as originally in effect) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 2.14 or (10) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any Tranche A Term Loan Scheduled Repayment, Tranche B Term Loan Scheduled Repayment, Tranche C Term Loan Scheduled Repayment or Incremental Term Loan Scheduled 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 (10)), 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). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to enter into such amendments and/or modifications to the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or necessary or, in the reasonable opinion of the Collateral Agent, advisable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security 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) 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 consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby modified in the case of the following clause (i)), (i) extend the Final 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 (it being understood and agreed that any proviso to the definition of any Maturity Date may be modified with the consent of the Supermajority Lenders of the respective Tranche so long as the effect thereof is not to extend the respective Maturity Date beyond the date set forth in the respective definition (before giving effect to the proviso thereto)), or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) except as otherwise expressly provided in the Security Documents, release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (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, C 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, C Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; , provided, further, that no such change, waiver, discharge or termination shall (w1) 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 in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y3) 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 Agent and Co-Agentadversely affected thereby, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (z5) without the consent of the 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, Scheduled C Repayment or Scheduled Incremental TL 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)), modify any proviso to the definition of the respective Maturity Date applicable to such Tranche, 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). Notwithstanding anything to the contrary contained above, if the Maturity Date applicable to the B Term Loans or any Revolving Loan Commitments occurs prior to the date set forth in the respective definition of Maturity Date applicable thereto by reason of the operation of the proviso to such definition, then no changes, waivers, discharges or terminations to this Agreement or any other Credit Document shall be effective after the occurrence of the respective such Maturity Date unless same has been consented to by those Lenders who would constitute the Required Lenders after the occurrence of the respective such Maturity Date (and after giving effect to the repayment of all Obligations required to be paid on such date).
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final 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 of interest or Fees or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereonFees, 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(a) shall not constitute a reduction in any the rate of interest or fees any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, (iii) release a Subsidiary Guarantor which is a Significant Subsidiary from the Subsidiaries Guaranty (except as expressly provided in the Subsidiaries Guaranty or release any Guarantor (other than in connection with a the sale otherwise permitted herebyof such Subsidiary Guarantor in accordance with the terms of this Agreement), (iiiiv) amend, modify or waive any provision of this Section 12.1213.12, (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 Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wu) 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 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 in of the Revolving Loan Commitment of such LenderBank), (xv) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yw) without the consent of the Agent and Co-each Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Agents, (zx) without the consent of the Collateral Administrative Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative 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 Commit- -145- 153 ments 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(a) or 4.02 (excluding Sections 4.02(b) and (c)) (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, reduce the amount of, or extend the date of, any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment, as the case may be, 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).
Appears in 1 contract
Samples: Credit Agreement (Doubletree 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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the A Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) release all or release any Guarantor substantially all of the Guarantees (other than except as expressly provided in connection with a sale otherwise permitted herebythe Credit Documents), (iiiiv) amend, modify or waive any provision of this Section 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 Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment 116 -110- or transfer by the Borrowers a Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 in the Revolving Loan Commitment of such LenderBank), (x2) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of CreditCredit or Swingline Loans, (y3) without the consent of the Agent and Co-each applicable Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and (z) without the consent of the Collateral such Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.,
Appears in 1 contract
Samples: Credit Agreement (Dade Behring 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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any Letter of Credit beyond the A Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) release all or release any Guarantor substantially all of the Guarantees (other than except as expressly provided in connection with a sale otherwise permitted herebythe Credit Documents), (iiiiv) amend, modify or waive any provision of this Section 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 Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vvi) consent to the assignment 116 -110- or transfer by the Borrowers a Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or ---------------- termination shall (w1) 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 shall not constitute an increase in the Revolving Loan Commitment of such Lender), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.151
Appears in 1 contract
Samples: Credit Agreement (Dade Behring 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 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 consent of each Lender (other than than, except with respect to following clause (i), a Defaulting Lender) (with Credit Document Obligations being directly affected thereby 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 Maturity Datefinal scheduled maturity of any Loan or Term Note, (y) reduce the amount of, or extend the 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 waiver 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 on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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 12.07(a) shall not constitute a reduction in any the rate of interest or fees 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 all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor all or substantially all of the value of the Guaranty made by the Subsidiary Guarantors (other than except as expressly provided in connection with a sale otherwise permitted herebythe Credit Documents), (iii) amend, modify or waive any provision of this Section 12.1212.12(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 Term Loans on the 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 116 -110- or transfer by Holdings or the Borrowers Borrower of any of 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 (w1) 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 in of the Revolving Term Loan Commitment of such Lender), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y2) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and Administrative Agent, (z3) without the consent of the 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.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note, or extend the stated expiration date of any Letter of Credit beyond the A/RF Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit 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(a) shall not constitute a reduction in any the rate of interest or fees any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that ---------------- no such change, waiver, discharge or termination shall (w) 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 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 in the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the each Agent and Co-Agentaffected thereby, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the such Agent and Co-Agent and or (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated maturity of any WC Letter of Credit beyond the Revolving Loan Maturity Date or any PF Letter of Credit beyond the Term Loan Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement utilized to determine the Total Leverage Ratio or any other financial performance metric shall not constitute a reduction in any rate of interest or fees for 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 Security Documents) under all the Security Documents, (y) all or release any Guarantor substantially all of the material Guarantors from the Subsidiaries Guaranty (other than in connection with a sale otherwise except as expressly permitted hereby)by the Subsidiaries Guaranty) or (z) Holdings from the Holdings Guaranty, (iii) amend, modify or waive any provision of this Section 12.1213.12 (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, the Revolving Loan Commitments and the PF Letter of Credit 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, Revolving Loan Commitments and PF Letter of Credit Commitments are included on the Effective Date) or ), (v) amend or modify Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, (vi) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this AgreementAgreement or any other Credit Document, or (vii) amend, waive, or modify Section 1.09 in a manner that would permit any Interest Period with a duration of longer than 6 months; provided, provided further, that no such change, waiver, discharge or termination shall (wq) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Loans and Commitments 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 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 4.02 (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), (r) 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), (s) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans or Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (t) 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 in the Revolving Loan Commitment of such Lender), (xu) without the consent of BTCo.each 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, (yv) without the consent of CSFB, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the Agent and Co-respective Agent, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (zx) without the 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 Supermajority Lenders of a relevant Tranche, reduce the amount of or extend the date of, any Scheduled 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 (y)), or (z) 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).
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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note, or extend the stated maturity of, or any reimbursement obligation under, any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of 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(a) shall not constitute a reduction in any the rate of interest or fees 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 all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12 (except for technical amendments with respect to additional extensions of credit under this Agreement of the type which afford the protections to such additional extensions of credit provided to the 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (w1) 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 Loan 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 in the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.the respective Issuing Lender 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, (y3) without the consent of the Swingline Lender, amend, modify or waive any provision of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans or (4) without the consent of each Agent and Co-Agentaffected thereby, amend, modify or waive any provision of Section 11 12 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
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 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 Maturity Date, final scheduled maturity of any Loan or Note or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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 11.06 shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.12, 11.11 (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, except for technical amendments with the consent of the Required Lenders, respect to additional extensions of credit pursuant to this Agreement may be included in which afford the determination protections to such additional extensions of credit of the Required Lenders on substantially type provided to the same basis as the extensions of Revolving Loan Commitments are included on the Effective Date) ), or (viii) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (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 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 in the Revolving Loan Commitment of such Lender), (x1) without the written consent of BTCo.each Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y2) without the written consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 10 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Administrative Agent.
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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final 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 on any Loan or Letter of Credit 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(a) shall not constitute a reduction in any the rate of interest or fees any Fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 determina- -143- 151 tion 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 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wt) 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 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 in of the Revolving Loan Commitment of such LenderBank), (xu) without the consent of BTCo.each Issuing Bank, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (yv) without the consent of the Agent and Co-each Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Agents, (zx) without the 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(a) or 4.02 (excluding Sections 4.02(b) and (c)) (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, reduce the amount of, or extend the date of, any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment, as the case may be, 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).
Appears in 1 contract
Samples: Pledge Agreement (Doubletree 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 thereto and the Required LendersBanks; provided provided, that no such -------- change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), ): (i) extend the Final Maturity Datefinal scheduled maturity of the Term Loan beyond February 15, 2001, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit 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 shall not constitute a reduction in any rate of interest or fees for purposes of this clause (icash)), ; (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), ; (iii) amend, modify or waive any provision of this Section 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) Banks; or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, -------- ------- waiver, discharge or termination shall (wx) increase the Revolving Loan Commitments obligation of any Lender Bank to make Advances 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 obligation of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase in the Revolving Loan Commitment of such LenderBank to make Advances), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, ; (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 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 Agent and Co-Agent and Agent; or (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
Appears in 1 contract
Samples: Term Loan Agreement (Autotote 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, other than as further set forth below, Subsidiaries of the US Company may be deleted 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 consent of each Lender (other than than, except with respect to the following clause (i), 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, extend the final expiration date of the Revolving Loan Commitment of any Lender, or extend the stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12(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) 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 116 -110- or transfer by the Borrowers US Company or any Borrower of any of their rights and obligations under this Agreement, (vi) amend, change or modify this Agreement or any Security Document in any manner that would change the effect of Section 5.03(d) hereof, Section 8.4 of the US Security Agreement, Section 9 of the US Pledge Agreement, Clause 19 of the UK Debentures, Clause 14 of the UK Share Charges, Section 8.7 of the Canadian Security Agreement, Section 21(15) of the Canadian Share Pledge Agreement or any similar provision of any Security Document, (vii) amend, change or modify the provisions of Section 2.17 or 5.02(a)(i), (ii), (iii), (iv), (v) or (vi); provided, or (viii) subordinate the Liens granted for the benefit of the Secured Creditors in respect of the Collateral under any of the Security Documents; provided further, that no such change, waiver, discharge or termination shall (w1) 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 in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.each Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y3) without the consent of the Agent and Co-Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (z5) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (6) without the consent of the Supermajority Lenders, (w) release any Guarantor with assets in the US Borrowing Base, UK Borrowing Base or Canadian Borrowing Base from any obligations arising under the Guarantees, (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), (y) amend the definition of Aggregate Borrowing Base, US Borrowing Base, UK Borrowing Base or Canadian Borrowing Base (or, in each case, any defined terms as used therein) as such definitions are set forth herein on the Effective Date (or as same may be amended from time to time pursuant to this clause (y)) in any manner which would have the effect of increasing availability thereunder as determined in good faith by the Administrative Agent (it being understood that the establishment, modification or elimination of Reserves and adjustment, establishment and elimination of criteria for Eligible Accounts, Eligible Container Fleet Inventory, Eligible Cabin Fleet Inventory, Eligible Container Inventory Held For Sale, Eligible Goods Inventory, Eligible Machinery and Equipment, Eligible Raw Materials Inventory, Eligible Real Property, Eligible Trailer Fleet Inventory and Eligible Work-In-Process Container Inventory, in each case by the Administrative Agent or the Collateral Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates) or (z) increase the percentage of the US Borrowing Base for which Agent Advances may be made pursuant to Section 2.01(i).
Appears in 1 contract
Samples: Credit Agreement (Mobile Mini 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 each Borrower party thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without -------- the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by the Borrowers by, or discharge or termination of, any Borrower of any of their its rights and obligations under this Agreementany Credit Document; provided, provided further, that no such change, waiver, discharge or termination shall ---------------- (wx) 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 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 in the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 11 10 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral such Agent.
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 thereto and the Required Lenders; provided Banks, PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1213.12, (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 116 -110- or transfer by the Borrowers The Borrower of any of their its rights and obligations under this Agreement; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (w) 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 in the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo.each Letter 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 CreditCredit or Swingline Loans, (y) without the consent of the Agent and Co-Agent, amend, modify or waive any provision of Section 11 12 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 Agent and Co-Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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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 thereto and the Required Lenders; , provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final Maturity Datefinal scheduled maturity of any Loan or Note, or reduce the rate or extend the time of payment of interest or Fees on any Loan or Letter of Credit 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 11.07(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 12.1211.12, (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 Date) or (v) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, provided further, that no such change, waiver, discharge or termination shall (wx) 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 in of the Revolving Loan Commitment of such Lender), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 10 or any other provision as the same relates to the rights or obligations of the Administrative Agent and Co-Agent and or (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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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; , and Subsidiaries of the 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 consent of each Lender affected thereby (other than than, except with respect to the following clause (i), 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 Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees on thereon (except in connection with the waiver of applicability of any Loan or Letter of Credit thereonpost-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(a) shall not constitute a reduction in any the rate of interest or fees Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Credit Documents) under all the Security Documents, Documents or release Holdings or any Subsidiary Guarantor (other than in connection with a sale otherwise permitted hereby)from the Guaranty, (iii) amend, modify or waive any provision of this Section 12.1213.12(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 116 -110- or transfer by the Borrowers Company of any of 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 (w1) 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 in of the Revolving Loan Commitment of such Lender), (x2) without the consent of BTCo.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, (y3) without the consent of the Agent and Co-Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent 12 or any other provision of this Agreement or any other Credit Document as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, (z5) without the 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).
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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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) Bank (with Obligations being directly affected thereby in the case of the following clause clauses (i) and (ii)), (i) extend the Final Maturity Datefinal scheduled maturity of any Loan or Note, or reduce the rate of interest or fees or extend the time of payment of interest or Fees on any Loan or Letter of Credit thereonfees, 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 2.14 shall not constitute a reduction in any the rate of interest or any fees for purposes of this clause (i)), (ii) release all or substantially all of the Collateral Collateral, (iii) release a Guarantor from its Guaranty of the Obligations of the Borrower (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with the sale of a sale Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise permitted herebyprovided in Section 6.25), (iiiiv) amend, modify or waive any provision of this Section 12.1211.5, (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 are included on the Effective Date), (vi) amend or modify any provision of Section 11.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder or (vvii) consent to the assignment 116 -110- or transfer by the Borrowers Borrower of any of their its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (v) 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, (w) without the consent of the Swing Lender amend, modify or waive any provision of Section 2.1(b) through (f) or alter its rights or obligations with respect to Swing Loans, (x) 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 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 in of the Revolving Loan Commitment of such LenderBank), (x) without the consent of BTCo., amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (y) without the consent of the Agent and Co-Administrative Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-Agent Article 8 or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and Administrative Agent, or (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.
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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 thereto and the Required Lenders; Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the Final final scheduled maturity of any Loan or Note or extend the stated 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 on any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i))thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, or release any Guarantor (other than in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 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 116 -110- or transfer by the Borrowers any Borrower of any of their its rights and obligations under this AgreementAgreement or (vi) release the Company or any material Subsidiary Guarantor from its guarantee under the Guaranty (except as expressly provided in the Guaranty), or limit its liability in respect of such Guaranty; provided, provided further, that no such change, waiver, discharge or termination shall (wu) 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 in the Revolving Loan Commitment commitment of such LenderBank), (xv) without the consent of BTCo.Chase 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 CreditCredit or Swingline Loans, (yw) without the consent of the Agent and Co-any Agent, amend, modify or waive any provision of Section 11 as the same applies to the Agent and Co-such Agent or any other provision as the same relates to the rights or obligations of the Agent and Co-Agent and such Agent, (zx) without the 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.
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Samples: Credit Agreement (Fisher Scientific International Inc)
